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Cases Company, Partnerships & LLPs

Primekings Holding Ltd & Ors v King & Ors (Re Kings Solutions Group Ltd)

Judgment Date: 17 Dec 2021

In a Judgment handed down on Friday 17 December 2021, the Court of Appeal has confirmed that the true ratio of the Court of Appeal majority in Graham v Every [2015] 1 BCLC 41 is that there must be a causal connection between personal actions of a shareholder or third party and some other act or omission constituting conduct of the company’s affairs, for such matters to be pleaded in support of a claim for relief pursuant to section 994 of the Companies Act 2006 (unfair prejudice petition proceedings).

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Add2 Research & Development Ltd v dSpace Ltd and another

Judgment Date: 17 Jun 2021

A new judgment of the Patents Court in London contains an important discussion of the circumstances in which a transaction by a company will be treated as ultra vires and void as an unlawful distribution to a shareholder at common law.

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Ming Siu Hung v JF Ming Inc. (2021)

Judgment Date: 14 Jan 2021

Following his ruling that his failure to provide the minority with the Company’s financial statements as required by the Company’s articles constituted unfair prejudice, Leon J had ordered that the majority shareholder buy the shares of the minority. The Eastern Caribbean Court of Appeal upheld his finding of unfair prejudice but overturned the buy-out order on the ground that requiring the majority shareholder to provide the financial information was the appropriate remedy. The Privy Council restored the buy-out order. Leon J had not made any error of principle and the Court of Appeal had not been entitled to interfere with the exercise of his discretion when considering what relief to grant.

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LB Holdings Intermediate 2 Ltd (In Administration), Re Lehman Brothers Holdings Plc (In Administration)

Judgment Date: 03 Jul 2020

The court determined the priority of competing claims under subordinated loan agreements and subordinated loan notes in the administration of two Lehman Brothers companies in which the claims of unsecured unsubordinated creditors had all been paid.

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Glossop Cartons & Print Ltd v Contact (Print And Packaging) Ltd (2019)

Judgment Date: 11 Sep 2019

The purchaser of a commercial unit successfully established fraudulent misrepresentation where the vendor had deliberately failed to disclose that the electricity supply to the unit came through another unit, whose owner was entitled to cut off the supply, and had also told the purchaser that a problem with the unit's drainage was being addressed. Both misrepresentations were made to progress the sale at the price already agreed.

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Homes Of England Ltd v Horsham Holdings Ltd (2019)

Judgment Date: 31 Jul 2019

The court granted an interim injunction preventing property developers from refinancing a development without first paying back a loan from a petitioning company, where there was a seriously arguable case that the developers were conducting business which was unfairly prejudicial to the petitioner where flats had been taken off the market without being sold.

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Akcil & Ors v Koza Ltd & Anor (2019)

Judgment Date: 29 Jul 2019

The Supreme Court interpreted Regulation 1215/2012 art.24(2), which set out special jurisdictional rules on the governance of corporations. Where a party was able to bring one claim within art.24(2), that party was not permitted to add on another claim which was conceptually distinct if the claim was not inextricably bound up with the former claim and if it was not principally concerned with the validity of decisions of the organs of a company which had its seat in England. A mere link between a claim which engaged art.24(2) and one which did not was not sufficient to bring the latter within the scope of art.24(2).

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In The Matter of Sprintroom Ltd sub nom Edwin John Prescott v (1) Aristides George Potamianos (2) Sprintroom Ltd : Aristides George Potamianos v (1) Edwin John Prescott (2) Sprintroom Ltd (2019)

Judgment Date: 06 Jun 2019

The Court of Appeal considered two appeals concerning a decision on an unfair prejudice claim brought by a minority shareholder.

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Persimmon Homes Ltd v (1) Anthony John Hillier (2) Colin Michael Creed (2019)

Judgment Date: 09 May 2019

A disclosure letter sent as part of a data package in the course of negotiations for a share purchase could be rectified if it did not give effect to the parties' intended transaction.

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BAT v Sequana (2019)

Judgment Date: 06 Feb 2019

A common law duty to have regard to creditors' interests could be triggered when a company's circumstances fell short of actual insolvency. Such a duty arose when the directors knew or should have known that the company was or was likely to become insolvent. In that context, "likely" meant probable.

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Sueda Yusuf (Claimant) v (1) Tanju Yusuf (2) Pekalp Properties Ltd (Defendants/Part 20 Claimants) & Ors (2019)

Judgment Date: 28 Jan 2019

In a dispute relating to a family-owned property company, the court granted an unfair prejudice petition and determined issues on the evidence, including the individual shareholdings of the respective family members and whether any were held on trust, and the status of purported share transfer and trust documentation.

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(1) David Ashdown (2) James Pugh (3) Alex Furness-Smith v John Patrick Griffin & 5 Ors (2018)

Judgment Date: 30 Jul 2018

Although company shareholders who had sought relief under an unfair prejudice petition had established that there had been some unfairly prejudicial conduct and had obtained an order that the respondent should purchase their shares, the shares were valued as being worthless so the petitioners had been the unsuccessful parties for costs purposes. The point of establishing unfairly prejudicial conduct was not to establish the point for its own sake, but to enable petitioners to realise their shares for more than a nominal amount.

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Nicholas John Clwyd Griffith v Maurice Saleh Gourgey & 7 Ors (2018)

Judgment Date: 15 Jun 2018

In a case where law firms had purported to act for a respondent to a petition alleging unfairly prejudicial conduct when they had no authority to do so, they should pay the greater part of the costs incurred by the petitioner and the respondent in relation to an application by the latter to have the petition set aside as against it.

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In The Matter Of Bankside Hotels v Maurice Gourgey (2018)

Judgment Date: 09 May 2018

The court was required to consider the extent to which petitioners needed to adduce evidence to establish unfair prejudice sufficient to found relief under the Companies Act 2006 s.994 against respondents whose points of defence had been struck out.

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(1) Richard Toone (2) Kevin Murphy v (1) Dean Robbins (2) Richard Robbins (2018)

Judgment Date: 20 Mar 2018

Two company directors were required to repay to joint liquidators payments which they had received from the company which they had failed to demonstrate had been lawfully paid by way of remuneration.

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Burnden Holdings (UK) Ltd v Fielding & Anor (2018)

Judgment Date: 28 Feb 2018

The court construed the Limitation Act 1980 s.21(1)(b), which provided that no limitation period was applicable to actions by a beneficiary under a trust to recover trust property in the possession of the trustee or previously received by him and converted to his use. The mere fact that misappropriated trust property had remained legally and beneficially owned by corporate vehicles throughout the misappropriation, rather than becoming vested in law or equity in the defaulting directors, did not mean that s.21(1)(b) was inapplicable.

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(1) John Anthony Popely (2) Andrew Popely v (1) Ronald Albert Popely (2) Cosmos Trust Ltd (3) Casterbridge Properties Ltd (2018)

Judgment Date: 21 Feb 2018

Where a master heard an application in 2017 for permission to continue a claim as a derivative action, CPR PD 19C had not required him to refer the application to a judge. The application to continue the claim as a derivative action had originally been made in 2006, before the Practice Direction's introduction; the Practice Direction's transitional provisions provided that the old rules, which had not required transfer to a judge, would continue to apply to pre-existing derivative claims.

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In The Matter Of Pedersen (Thameside) Ltd v Maurice Saleh Gourgey & Ors (2017)

Judgment Date: 13 Dec 2017

Where a Companies Act 2006 s.994 petition did not contain any allegations of unfairly prejudicial misconduct on the part of a deceased shareholder, who was a respondent to the petition, references to the deceased's estate in the prayer for relief were struck out. In addition, the relief sought against the estate was manifestly excessive.

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Pearson v Primeo Fund (2017)

Judgment Date: 06 Jul 2017

Where a Cayman Islands company had issued redeemable shares and had later been wound up, an investor which had redeemed its shares under the terms of the company's articles, but which had not received payment of the proceeds before the commencement of the winding-up, had redeemed the shares for the purposes of the Companies Law 2007 (Cayman Islands) s.37. The investor thus had priority over other shareholders.

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Netley v HMRC (2017)

Judgment Date: 26 May 2017

In a lead case, the tribunal examined the basis and principles on which the market value of shares admitted to the Alternative Investment Market and gifted as "qualifying investments" to a charity under the Income and Corporation Taxes Act 1988 s.587B should be determined. The purpose of the valuation was to establish the correct amount of tax relief generated by the gift.

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