Chimbganda v Kundodyiwa & Anor (Re Derivative Claim - Goodpeople Health Care Ltd) [2025] EWHC 1543 (Ch) (19 June 2025)

Chimbganda v Kundodyiwa & Anor (Re Derivative Claim - Goodpeople Health Care Ltd) [2025] EWHC 1543 (Ch) (19 June 2025)

Permission is granted to continue the derivative claim because there is a prima facie case, the claimant is acting in good faith, and a hypothetical director could reasonably decide to pursue the claim to protect the company's interests, notwithstanding the existence of an overlapping section 994 petition and alternative remedies.

Citation
[2025] EWHC 1543 (Ch)
Parties
Claimant: Gerard Chimbganda; First Defendant: Judith Kundodyiwa; Second Defendant: Goodpeople Health Care Limited
Jurisdiction
England and Wales
Judgment Date
19 June 2025
Procedural Posture
Derivative Claim / Second Stage Permission Application
Outcome
Permission granted to continue derivative action
Legal Topics
Derivative Actions, Director Duties, Unfair Prejudice, Case Management
Company Law Shareholder Disputes Derivative Actions Director Duties Unfair Prejudice Case Management

Case Brief

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Parties

Gerard Chimbganda

Claimant

Judith Kundodyiwa

First Defendant

Goodpeople Health Care Limited

Second Defendant

Procedural Posture

Derivative Claim / Second Stage Permission Application

Legal Issues

  1. 1 Whether permission should be granted to continue a derivative claim where there is an overlapping section 994 petition
  2. 2 Whether the claimant is acting in good faith
  3. 3 Whether a hypothetical director would continue the claim under section 172 Companies Act 2006

Ratio Decidendi

Permission is granted to continue the derivative claim because there is a prima facie case, the claimant is acting in good faith, and a hypothetical director could reasonably decide to pursue the claim to protect the company's interests, notwithstanding the existence of an overlapping section 994 petition and alternative remedies.

Court Disposition

Permission granted to continue derivative action

Orders

  • Claimant must bear his own costs without indemnity from the company
  • Parties to cooperate on draft directions to minimise additional costs