Cases Archive


Cusack v Holdsworth & Quantum Survey Management Ltd

Cusack v Holdsworth & Quantum Survey Management Ltd [2016] EWHC 3084 (Ch)

Barrister: Charlie Newington-Bridges

Area of Law: Company/Commercial

Summary: Charlie Newington-Bridges represented the First Defendant in an unfair prejudice petition and claim for breach of a shareholder agreement in a 5 day trial in the High Court (Companies Court, Chancery Division).

The claim was said to be worth £3m by the Claimant. In the event the judge found that the First Defendant was only liable in respect of a small fraction of that sum. A further quantum trial will determine the price at which the Claimant is obliged to buy out the First Defendant’s shareholding in the Second Defendant company and whether the First Defendant will make a net payment to the Claimant or not.

The trial involved several days of cross-examination of the Claimant and the valuation expert. The Claimant’s expert report, in particular, was shown to have a series of flaws and the judge chose not to rely on the Claimant’s expert evidence in his judgment.

A number of legal issues arose during the trial and closing submissions. The most interesting issue, and it was an one that remain unresolved as the judge decided he did not need to make a finding on the point, was whether reflective losses or losses relating to the diminution of the value of a shareholding could be claimed in an unfair prejudice petition. The argument involved consideration of whether the rule in Johnson v Gore Wood [2002] 2 AC 1 against reflective losses applied and consideration of more recent authority such as Webster v Sandersons [2009] EWCA Civ 830 and Wootliff v Rushton-Turner [2016] EWHC 2802 (Ch).

In respect of the unfair prejudice claim itself and whether or not the conduct of the First Defendant was unfair and prejudicial the Judge in particular relied on the only recent unfair prejudice claim to have reached the House of Lords – O’Neill v Phillips [1999] 1 WLR 1092 and Re Guidezone Ltd  [2000] BCLC 321, in which Jonathan Parker J held that unfairness may be tested by using equitable principles and establishing the actions of the majority were such as to be contrary to good faith.

View full judgement here: Cusack v Holdsworth & Quantum Survey Management Ltd [2016] EWHC 3084 (Ch)

 

 

Davy v Pickering

Davy v Pickering

 [2017] EWCA Civ 30; [2017] WLR(D) 38

 Barrister: Guy Adams

Area of Law: Company and Insolvency

Summary:  Guy Adams, instructed by Capital Law LLP, succeeded in the Court of Appeal in overturning the judgment at first instance in the Mercantile Court in Cardiff (reported at [2015] 2 BCLC 116).

The case concerned the extent of the power of the court under the new provisions in section 1032 Companies Act 2006 to make directions upon the restoration of a company to the register, both to disallow a period for the purpose of limitation and to back-date the presentation of a winding-up petition.  The Court of Appeal held, following Hawkes v County Leasing [2015] EWCA Civ 1251 (decided in the period between permission and hearing), that it was necessary to establish a causal link between the dissolution of the company and the inability to start proceedings or to present a winding-up petition before such a direction could be made.

View judgment: Davy v Pickering v Ors

View summary: [2017] WLR(D) 38

Destine v. Muir [2014] EWHC 4191 (Ch)

An attempt by a borrower to avoid liability under a mortgage.  The Court decided that only the principal sum was repayable without any interest.

Ames v Jones & Ors

[2016] EW Misc B67 (CC), Lawtel AC0151933 27/9/16

Barrister: Oliver Wooding 
Area of Law: Wills, Trusts and Probate
Summary: Oliver appeared at trial for an adult daughter in a claim under Inheritance (Provision for Family Dependants) Act 1975 for financial provision out of her father’s Estate, which was left entirely to his second wife.  The case raised interesting questions about the nature of the court’s discretion under s. 9 to treat jointly owned property as part of the net Estate and was ultimately dismissed where the judge concluded that the claimant’s present unemployment was “a lifestyle choice”.  The case caused considerable press attention and was featured in the Daily Telegraph, Daily Mail, and This Morning.

Re M & L (Children)

[2016] EWHC 2535 (Fam) (14 October 2016)

Barrister: Lucy Reed 
Area of Law: Children
Summary:  A novel case concerning the power to submit a request to the court of another country to assume jurisdiction under Article 8, or for authorisation to exercise jurisdiction under Article 9, of the 1996 Hague Convention on Jurisdiction, Applicable Law, Recognition, Enforcement and Co-Operation in Respect of Parental Responsibility and Measures for the Protection of Children. One sibling living in Norway with one parent, the other in the UK with the other. Proceedings in respect of one sibling issued in each jurisdiction.

The decision: The English court agreed to request that the Norwegian court should permit it to exercise jurisdiction in respect of the sibling living in Norway in order that proceedings for both siblings could be heard by the same court.

View judgment: Re M & L (Children) [2016] EWHC 2535 (Fam)