Roadchef (Employee Benefits Trustees) Ltd v Hill & Anor [2014] EWHC 109 (Ch) (29 January 2014)

Roadchef (Employee Benefits Trustees) Ltd v Hill & Anor [2014] EWHC 109 (Ch) (29 January 2014)

The transfer of shares from EBT1 to EBT2 was made in breach of trust and fiduciary duty by the claimant's directors, orchestrated by Mr Ingram Hill for his own benefit. Mr Ingram Hill dishonestly assisted in the breach and is liable to account for the profits made from the subsequent grant and exercise of share options. The transfer was voidable at the suit of the beneficiaries, and Mr Ingram Hill is accountable as constructive trustee for the profits derived.

Citation
[2014] EWHC 109 (Ch)
Parties
Claimant: Roadchef (Employee Benefits Trustees) Limited; First Defendant: Timothy Ingram Hill; Second Defendants: Timothy Ingram Hill, Sarah Ingram Hill and John Reginald Hurdley (as trustees of the trust formerly known as the Roadchef Employee Benefits Trust (No 2))
Jurisdiction
England and Wales
Judgment Date
29 January 2014
Procedural Posture
Chancery Division Civil Claim / High Court Judgment
Outcome
Claim allowed
Legal Topics
Breach of Trust, Fiduciary Duties, Dishonest Assistance, Employee Benefit Trusts, Share Options, Corporate Governance
Trusts Equity Company Law Breach of Trust Fiduciary Duties Dishonest Assistance Employee Benefit Trusts Share Options +1 more

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Parties

Roadchef (Employee Benefits Trustees) Limited

Claimant

Timothy Ingram Hill

First Defendant

Timothy Ingram Hill, Sarah Ingram Hill and John Reginald Hurdley (as trustees of the trust formerly known as the Roadchef Employee Benefits Trust (No 2))

Second Defendants

Procedural Posture

Chancery Division Civil Claim / High Court Judgment

Legal Issues

  1. 1 Whether the transfer of shares from EBT1 to EBT2 was void, voidable, or valid
  2. 2 Whether the transfer was made in breach of trust or fiduciary duty
  3. 3 Whether Mr Ingram Hill dishonestly assisted in the breach and is liable to account for profits

Ratio Decidendi

The transfer of shares from EBT1 to EBT2 was made in breach of trust and fiduciary duty by the claimant's directors, orchestrated by Mr Ingram Hill for his own benefit. Mr Ingram Hill dishonestly assisted in the breach and is liable to account for the profits made from the subsequent grant and exercise of share options. The transfer was voidable at the suit of the beneficiaries, and Mr Ingram Hill is accountable as constructive trustee for the profits derived.

Court Disposition

Claim allowed

Orders

  • Mr Ingram Hill is liable to account to the claimant for all profits made from the exercise of share options over the transferred shares.
  • The transfer of shares from EBT1 to EBT2 is set aside as voidable for breach of trust.