Signia Wealth Ltd v Vector Trustees Ltd & Ors [2018] EWHC 1040 (Ch) (08 May 2018)

Signia Wealth Ltd v Vector Trustees Ltd & Ors [2018] EWHC 1040 (Ch) (08 May 2018)

The court held that the compulsory transfer process under the Articles was validly followed, Ms. Dauriac was a Bad Leaver, and the prescribed price for the shares was properly determined. The court rejected Ms. Dauriac's claims for constructive dismissal, breach of contract, and conspiracy, finding no repudiatory breach or actionable conspiracy.

Citation
[2018] EWHC 1040 (Ch)
Parties
Claimant: Signia Wealth Limited; First Defendant: Vector Trustees Limited (as trustee of the Cap Ferret Trust); Second Defendant: Ms. Nathalie Dauriac-Stoebe; Third Party: New Street Trust Limited (as trustee of the Cap Ferret Trust); Fourth Party: Grecco Limited; Fifth Party: Mr. John Caudwell
Jurisdiction
England and Wales
Judgment Date
08 May 2018
Procedural Posture
Chancery Division Business List (ch D) / Judgment After Trial
Outcome
Claimant's claim for declarations granted; Defendants' counterclaims dismissed.
Legal Topics
Compulsory Share Transfer, Leaver Provisions, Share Valuation, Constructive Dismissal, Breach of Contract, Conspiracy to Injure, Trustee Liability
Company Law Employment Law Trusts Compulsory Share Transfer Leaver Provisions Share Valuation Constructive Dismissal Breach of Contract +2 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 3 Party arguments 2 Amounts and remedies 2
Sign in to unlock

Parties

Signia Wealth Limited

Claimant

Vector Trustees Limited (as trustee of the Cap Ferret Trust)

First Defendant

Ms. Nathalie Dauriac-Stoebe

Second Defendant

New Street Trust Limited (as trustee of the Cap Ferret Trust)

Third Party

Grecco Limited

Fourth Party

Mr. John Caudwell

Fifth Party

Procedural Posture

Chancery Division Business List (ch D) / Judgment After Trial

Legal Issues

  1. 1 Whether the compulsory transfer of shares from the Cap Ferret Trust was valid under the Articles of Association
  2. 2 Whether Ms. Dauriac was a 'Leaver' and if so, whether she was a Good Leaver or Bad Leaver
  3. 3 What value should be ascribed to the Dauriac Shares under the Articles

Ratio Decidendi

The court held that the compulsory transfer process under the Articles was validly followed, Ms. Dauriac was a Bad Leaver, and the prescribed price for the shares was properly determined. The court rejected Ms. Dauriac's claims for constructive dismissal, breach of contract, and conspiracy, finding no repudiatory breach or actionable conspiracy.

Court Disposition

Claimant's claim for declarations granted; Defendants' counterclaims dismissed.

Orders

  • Declaration that the compulsory transfer of the Dauriac Shares was valid and effective under the Articles of Association.
  • Declaration that Ms. Dauriac was a Bad Leaver for the purposes of the Articles.