Fanmailuk.com Ltd & Anor v Cooper & Ors

Fanmailuk.com Ltd & Anor v Cooper & Ors

Given the distinct and non-overlapping nature of the claims by Fanmail and Mr Burtenshaw, and the potential impact of Fanmail's claim on the necessity for a derivative action, the appropriate case management decision is to direct a trial of Fanmail's claim as a preliminary issue and adjourn the application for permission to continue the derivative claim until after that trial.

Parties
First Claimant: Fanmailuk.com Limited; Second Claimant: Paul Burtenshaw; First Defendant: Robert Cooper; Second Defendant: David Cooper; Third Defendant: Ahmed Zghari; Fourth Defendant: MCashback Limited; Fifth Defendant: Dialtime Plus Limited; Sixth Defendant: Yvonne Wayne
Jurisdiction
England and Wales
Judgment Date
11 June 2008
Procedural Posture
Civil (company/derivative Action) / Case Management Decision on Adjourned Application for Permission to Continue Derivative Claim; Directions for Preliminary Issue Trial
Outcome
Adjournment of application for permission to continue derivative claim; directions for trial of Fanmail's claim as a preliminary issue.
Legal Topics
Derivative Actions, Fiduciary Duties, Trusts Over Shares, Case Management, Corporate Opportunity Doctrine
Company Law Civil Procedure Derivative Actions Fiduciary Duties Trusts Over Shares Case Management Corporate Opportunity Doctrine

Case Brief

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Parties

Fanmailuk.com Limited

First Claimant

Paul Burtenshaw

Second Claimant

Robert Cooper

First Defendant

David Cooper

Second Defendant

Ahmed Zghari

Third Defendant

MCashback Limited

Fourth Defendant

Dialtime Plus Limited

Fifth Defendant

Yvonne Wayne

Sixth Defendant

Procedural Posture

Civil (company/derivative Action) / Case Management Decision on Adjourned Application for Permission to Continue Derivative Claim; Directions for Preliminary Issue Trial

Legal Issues

  1. 1 Whether permission should be granted to continue a derivative claim under CPR 19.9 and Companies Act 2006 sections 260-263
  2. 2 Whether the shares in Dialtime Plus Limited are held on trust for Fanmailuk.com Limited
  3. 3 Whether directors of Dialtime breached fiduciary duty by diverting a corporate opportunity to MCashback Limited

Ratio Decidendi

Given the distinct and non-overlapping nature of the claims by Fanmail and Mr Burtenshaw, and the potential impact of Fanmail's claim on the necessity for a derivative action, the appropriate case management decision is to direct a trial of Fanmail's claim as a preliminary issue and adjourn the application for permission to continue the derivative claim until after that trial.

Court Disposition

Adjournment of application for permission to continue derivative claim; directions for trial of Fanmail's claim as a preliminary issue.

Orders

  • Trial of Fanmail's claim as a preliminary issue directed to take place on the first open date after 1 October 2008.
  • Adjournment of the application for permission to continue the derivative claim until after the preliminary issue trial.