Hashmi v Lorimer-Wing & Ors (Re Fore Fitness Investments Holdings Ltd & Companies Act 2006) [2023] EWHC 1514 (Ch) (21 June 2023)

Hashmi v Lorimer-Wing & Ors (Re Fore Fitness Investments Holdings Ltd & Companies Act 2006) [2023] EWHC 1514 (Ch) (21 June 2023)

Mr Hashmi's removal as director was invalid due to failure to convene a properly constituted board meeting, lack of notice, and non-compliance with Model Articles. Exclusion from management and information, and premature application of 'bad leaver' provisions, constituted unfair prejudice under s.994 Companies Act 2006. Mr Lorimer-Wing acted to gain advantage by triggering share transfer at nominal value.

Citation
[2023] EWHC 1514 (Ch)
Parties
Petitioner: Idrees Hashmi; First Respondent: Paul Lorimer-Wing; Second Respondent: James Gilbert; Third Respondent: Fore Fitness Investments Holdings Limited
Jurisdiction
England and Wales
Judgment Date
21 June 2023
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 S.994 / Final Judgment
Outcome
Petition upheld; unfair prejudice established.
Legal Topics
Director Removal, Shareholder Rights, Unfair Prejudice, Articles of Association, Bad Leaver Provisions
Company Law Corporate Governance Director Removal Shareholder Rights Unfair Prejudice Articles of Association Bad Leaver Provisions

Case Brief

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Parties

Idrees Hashmi

Petitioner

Paul Lorimer-Wing

First Respondent

James Gilbert

Second Respondent

Fore Fitness Investments Holdings Limited

Third Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 S.994 / Final Judgment

Legal Issues

  1. 1 Was the removal of Mr Hashmi as director valid under the Company's constitution?
  2. 2 Did Mr Lorimer-Wing's actions amount to unfair prejudice under s.994 Companies Act 2006?
  3. 3 Was Mr Hashmi excluded from management and information in breach of his rights as director and shareholder?

Ratio Decidendi

Mr Hashmi's removal as director was invalid due to failure to convene a properly constituted board meeting, lack of notice, and non-compliance with Model Articles. Exclusion from management and information, and premature application of 'bad leaver' provisions, constituted unfair prejudice under s.994 Companies Act 2006. Mr Lorimer-Wing acted to gain advantage by triggering share transfer at nominal value.

Court Disposition

Petition upheld; unfair prejudice established.

Orders

  • Mr Hashmi remains a director of Fore Fitness Investments Holdings Limited.
  • Buy-out order granted: Mr Lorimer-Wing to purchase Mr Hashmi's shares at fair value, not nominal value.