Langley Ward Ltd v Trevor & Anor [2011] EWHC 1893 (Ch) (30 June 2011)

Langley Ward Ltd v Trevor & Anor [2011] EWHC 1893 (Ch) (30 June 2011)

None of the claims advanced by the applicant pass the statutory threshold for permission to continue a derivative action, as no director acting in accordance with section 172 would prosecute them, and the disputes are more appropriately resolved in liquidation given the deadlock and imminent winding-up of the company.

Citation
[2011] EWHC 1893 (Ch)
Parties
Claimant / Applicant: Langley Ward Limited; Defendant / Respondent: Gareth Wynn Trevor; Defendant / Respondent: Seven Holdings Limited
Jurisdiction
England and Wales
Judgment Date
30 June 2011
Procedural Posture
Derivative Claim Under Companies Act 2006 / Application for Permission to Continue Derivative Action
Outcome
Permission to continue derivative claims refused.
Legal Topics
Derivative Actions, Directors' Duties, Deadlock in Quasi Partnership Companies, Winding Up on Just and Equitable Grounds, Costs Indemnity in Derivative Claims
Company Law Civil Procedure Derivative Actions Directors' Duties Deadlock in Quasi Partnership Companies Winding Up on Just and Equitable Grounds Costs Indemnity in Derivative Claims

Case Brief

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Parties

Langley Ward Limited

Claimant / Applicant

Gareth Wynn Trevor

Defendant / Respondent

Seven Holdings Limited

Defendant / Respondent

Procedural Posture

Derivative Claim Under Companies Act 2006 / Application for Permission to Continue Derivative Action

Legal Issues

  1. 1 Whether permission should be granted to continue derivative claims under Companies Act 2006 section 260 ff
  2. 2 Whether the claims disclose a prima facie case of breach of duty by a director
  3. 3 Whether a director acting in accordance with section 172 would continue the claims

Ratio Decidendi

None of the claims advanced by the applicant pass the statutory threshold for permission to continue a derivative action, as no director acting in accordance with section 172 would prosecute them, and the disputes are more appropriately resolved in liquidation given the deadlock and imminent winding-up of the company.

Court Disposition

Permission to continue derivative claims refused.

Orders

  • Permission to continue the derivative action is refused for all claims.
  • No order as to costs indemnity from the company to the applicant.