Bhullar v Bhullar & Ors

Bhullar v Bhullar & Ors

Permission is granted to Inder to continue the derivative claim in relation to the payments made to Torex, as there is a prima facie case of dishonest breach of fiduciary duty and wrongdoer control, but not in relation to the transfer of Southgate B due to insufficient evidence of undervalue or fraud. No pre-emptive indemnity for costs is granted as the circumstances do not justify it and both parties should be equally at risk as to costs.

Parties
Claimant: Inderjit Singh Bhullar; First Defendant: Jatinderjit Singh Bhullar; Second Defendant: Bhullar Developments Limited; Third Defendant: Bhullar Bros. Limited
Jurisdiction
England and Wales
Judgment Date
07 July 2015
Procedural Posture
Derivative Claim (double Derivative) / Application for Permission to Continue Derivative Claim
Outcome
Permission granted in part; claim stayed for mediation; no pre-emptive indemnity for costs.
Legal Topics
Derivative Actions, Fiduciary Duties, Limitation of Actions, Costs Indemnity, Fraud on the Minority
Company Law Civil Procedure Derivative Actions Fiduciary Duties Limitation of Actions Costs Indemnity Fraud on the Minority

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Parties

Inderjit Singh Bhullar

Claimant

Jatinderjit Singh Bhullar

First Defendant

Bhullar Developments Limited

Second Defendant

Bhullar Bros. Limited

Third Defendant

Procedural Posture

Derivative Claim (double Derivative) / Application for Permission to Continue Derivative Claim

Legal Issues

  1. 1 Jurisdiction for double derivative claims post-Companies Act 2006
  2. 2 Prima facie case for breach of fiduciary duty and limitation defence
  3. 3 Application of the fraud on the minority exception to Foss v Harbottle

Ratio Decidendi

Permission is granted to Inder to continue the derivative claim in relation to the payments made to Torex, as there is a prima facie case of dishonest breach of fiduciary duty and wrongdoer control, but not in relation to the transfer of Southgate B due to insufficient evidence of undervalue or fraud. No pre-emptive indemnity for costs is granted as the circumstances do not justify it and both parties should be equally at risk as to costs.

Court Disposition

Permission granted in part; claim stayed for mediation; no pre-emptive indemnity for costs.

Orders

  • Permission granted to Inder to continue derivative claim regarding payments to Torex.
  • Permission refused for claim regarding transfer of Southgate B.