Hague v Green Mineral Company Ltd & Ors [2023] EWHC 1789 (Ch) (17 July 2023)

Hague v Green Mineral Company Ltd & Ors [2023] EWHC 1789 (Ch) (17 July 2023)

GMC would have had to acquire clays at market value to perform the GT contract after the revocation of its revocable licence. The market value of clays exceeded the contract price, making the contract loss-making. Therefore, GMC suffered no recoverable loss from the diversion of the contract by Mr Greenwood to SHQL.

Citation
[2023] EWHC 1789 (Ch)
Parties
Claimant: Paul Hague; First Defendant: The Green Mineral Company Limited; Second Defendant: Warren Greenwood; Third Defendant: Soil Hill Quarries Limited
Jurisdiction
England and Wales
Judgment Date
17 July 2023
Procedural Posture
Derivative Claim / Post Trial Inquiry as to Loss (damages) Following Earlier Liability Judgment
Outcome
Claim dismissed (no recoverable loss established)
Legal Topics
Derivative Actions, Directors' Duties, Breach of Fiduciary Duty, Corporate Opportunity, Equitable Compensation, Account of Profits, Revocable Licence, Joint Venture, Valuation of Loss
Company Law Equity Commercial Law Derivative Actions Directors' Duties Breach of Fiduciary Duty Corporate Opportunity Equitable Compensation +4 more

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Parties

Paul Hague

Claimant

The Green Mineral Company Limited

First Defendant

Warren Greenwood

Second Defendant

Soil Hill Quarries Limited

Third Defendant

Procedural Posture

Derivative Claim / Post Trial Inquiry as to Loss (damages) Following Earlier Liability Judgment

Legal Issues

  1. 1 Whether GMC suffered any recoverable loss as a result of the diversion of the Galliford Try contract by Mr Greenwood to SHQL
  2. 2 Whether GMC would have had to pay for clays to fulfil the GT contract and at what price
  3. 3 Whether the revocable licence to extract clays would have continued or been validly revoked independently of the diversion

Ratio Decidendi

GMC would have had to acquire clays at market value to perform the GT contract after the revocation of its revocable licence. The market value of clays exceeded the contract price, making the contract loss-making. Therefore, GMC suffered no recoverable loss from the diversion of the contract by Mr Greenwood to SHQL.

Court Disposition

Claim dismissed (no recoverable loss established)

Orders

  • Claim for equitable compensation dismissed
  • No order for account of profits (claim abandoned)