Kiani v Cooper & Ors [2010] EWHC 577 (Ch) (04 February 2010)

Kiani v Cooper & Ors [2010] EWHC 577 (Ch) (04 February 2010)

Permission to continue the derivative action is granted down to disclosure because Mrs Kiani has established a strong case of breach of fiduciary duty by Mr Cooper, is acting in good faith, and a notional director acting under section 172 would continue the claim. The debts to Mr Cooper and DPM are genuinely disputed, and alternative remedies are not adequate to preclude permission. However, indemnity for adverse costs is refused at this stage, and the order is subject to review after disclosure.

Citation
[2010] EWHC 577 (Ch)
Parties
Claimant: Mrs Kiani; First Defendant: Dean Ryan Cooper; Second Defendant: Woodlands Properties 2006 Limited; Third Defendant: DPM Property Services Limited
Jurisdiction
England and Wales
Judgment Date
04 February 2010
Procedural Posture
Derivative Action Application Under Companies Act 2006 / Return Date Hearing on Permission to Continue Derivative Claim and Continuation of Interim Injunctions
Outcome
Permission granted to continue derivative action down to disclosure; costs to be borne by company but no indemnity for adverse costs; continuation of injunction restraining winding up petitions in principle; order to change registered office granted subject to jurisdiction.
Legal Topics
Derivative Actions, Directors' Duties, Fiduciary Duty, Winding Up Petitions, Shareholder Disputes, Costs Orders
Company Law Civil Procedure Derivative Actions Directors' Duties Fiduciary Duty Winding Up Petitions Shareholder Disputes Costs Orders

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Parties

Mrs Kiani

Claimant

Dean Ryan Cooper

First Defendant

Woodlands Properties 2006 Limited

Second Defendant

DPM Property Services Limited

Third Defendant

Procedural Posture

Derivative Action Application Under Companies Act 2006 / Return Date Hearing on Permission to Continue Derivative Claim and Continuation of Interim Injunctions

Legal Issues

  1. 1 Whether permission should be granted to continue a derivative action under section 261 of the Companies Act 2006
  2. 2 Whether interim injunction restraining presentation of winding up petitions should be continued
  3. 3 Whether claimant should be indemnified from company assets for costs

Ratio Decidendi

Permission to continue the derivative action is granted down to disclosure because Mrs Kiani has established a strong case of breach of fiduciary duty by Mr Cooper, is acting in good faith, and a notional director acting under section 172 would continue the claim. The debts to Mr Cooper and DPM are genuinely disputed, and alternative remedies are not adequate to preclude permission. However, indemnity for adverse costs is refused at this stage, and the order is subject to review after disclosure.

Court Disposition

Permission granted to continue derivative action down to disclosure; costs to be borne by company but no indemnity for adverse costs; continuation of injunction restraining winding up petitions in principle; order to change registered office granted subject to jurisdiction.

Orders

  • Permission to continue derivative action down to disclosure
  • Company to bear claimant's costs (no indemnity for adverse costs)