Royle & Ors v Burger King Ltd & Ors [2005] EWCA Civ 1803 (20 December 2005)

Royle & Ors v Burger King Ltd & Ors [2005] EWCA Civ 1803 (20 December 2005)

The compromise agreements executed by the administrators and receivers were clear, unambiguous, and wide enough to release all claims, including those in conspiracy, against Burger King and others. There was no real prospect of establishing that the administrators were party to a conspiracy. Claims were not properly constituted as derivative actions. Accordingly, the claims were struck out and summary judgment granted.

Citation
[2005] EWCA Civ 1803
Parties
Claimants/appellants: KIRRIS ROYLE and Others; Defendants/respondents: BURGER KING LTD and Others
Jurisdiction
England and Wales
Judgment Date
20 December 2005
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Compromise Agreements, Conspiracy, Derivative Actions, Breach of Contract, Breach of Statutory Duty, Duty of Good Faith, Summary Judgment, Strike Out Applications
Insolvency Contract Tort Company Law Compromise Agreements Conspiracy Derivative Actions Breach of Contract +4 more

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Parties

KIRRIS ROYLE and Others

Claimants/appellants

BURGER KING LTD and Others

Defendants/respondents

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal

Legal Issues

  1. 1 Whether compromise agreements executed by administrators and receivers bar subsequent claims by former partners/shareholders against Burger King and others, including claims in conspiracy
  2. 2 Whether administrators were party to an alleged conspiracy to injure claimants
  3. 3 Whether claims could be pursued as derivative actions on behalf of the company

Ratio Decidendi

The compromise agreements executed by the administrators and receivers were clear, unambiguous, and wide enough to release all claims, including those in conspiracy, against Burger King and others. There was no real prospect of establishing that the administrators were party to a conspiracy. Claims were not properly constituted as derivative actions. Accordingly, the claims were struck out and summary judgment granted.

Court Disposition

Appeal dismissed

Orders

  • All claims against the first, second, and seventh defendants in respect of, or through or on behalf of, J & H Kyrris Limited or by reference to their shareholdings in that company struck out.
  • Claims by the claimants against the first, second, and seventh defendants in respect of, or through or on behalf of, J & H Kyrris (a partnership) dismissed; summary judgment granted to those defendants.