Barrowfen Properties Ltd v Patel & Ors [2021] EWHC 2055 (Ch) (21 July 2021)

Barrowfen Properties Ltd v Patel & Ors [2021] EWHC 2055 (Ch) (21 July 2021)

Girish Patel breached statutory and fiduciary duties as director by acting to exclude other family members from management, failing to update the register, and improperly removing Suresh as director. Stevens & Bolton LLP breached fiduciary and professional duties by failing to act independently of Girish, not properly advising Barrowfen on rectification and conflicts, and negligently handling the administration process. These breaches caused delay to the development and loss to Barrowfen. Claims of fraudulent misrepresentation and dishonest assistance were not made out to the requisite standard. Defences of illegality and compromise failed. Quantum of loss is established in part, with...

Citation
[2021] EWHC 2055 (Ch)
Parties
Claimant: Barrowfen Properties Limited; First Defendant: Girish Dahyabhai Patel; Second Defendant: Stevens & Bolton LLP; Third Defendant: Barrowfen Properties II Limited
Jurisdiction
England and Wales
Judgment Date
21 July 2021
Procedural Posture
High Court Chancery Division (business List) Trial Judgment / Final Judgment on Liability and Quantum (with Some Quantum Issues Reserved)
Outcome
Claims against Girish Patel and Stevens & Bolton LLP for breach of duty succeed in part; claims for fraudulent misrepresentation and dishonest assistance dismissed; some quantum issues reserved.
Legal Topics
Directors' Duties, Fiduciary Duties of Solicitors, Rectification of Register of Members, Breach of Duty, Negligence, Fraudulent Misrepresentation, Dishonest Assistance, Unlawful Means Conspiracy, Corporate Governance, Illegality Defence, Compromise/settlement
Company Law Professional Negligence Equity and Trusts Civil Procedure Directors' Duties Fiduciary Duties of Solicitors Rectification of Register of Members Breach of Duty +7 more

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Parties

Barrowfen Properties Limited

Claimant

Girish Dahyabhai Patel

First Defendant

Stevens & Bolton LLP

Second Defendant

Barrowfen Properties II Limited

Third Defendant

Procedural Posture

High Court Chancery Division (business List) Trial Judgment / Final Judgment on Liability and Quantum (with Some Quantum Issues Reserved)

Legal Issues

  1. 1 Whether Girish Patel breached statutory and fiduciary duties as director of Barrowfen
  2. 2 Whether Stevens & Bolton LLP breached fiduciary and professional duties to Barrowfen
  3. 3 Whether Barrowfen II and others assisted in breaches or engaged in conspiracy

Ratio Decidendi

Girish Patel breached statutory and fiduciary duties as director by acting to exclude other family members from management, failing to update the register, and improperly removing Suresh as director. Stevens & Bolton LLP breached fiduciary and professional duties by failing to act independently of Girish, not properly advising Barrowfen on rectification and conflicts, and negligently handling the administration process. These breaches caused delay to the development and loss to Barrowfen. Claims of fraudulent misrepresentation and dishonest assistance were not made out to the requisite standard. Defences of illegality and compromise failed. Quantum of loss is established in part, with...

Court Disposition

Claims against Girish Patel and Stevens & Bolton LLP for breach of duty succeed in part; claims for fraudulent misrepresentation and dishonest assistance dismissed; some quantum issues reserved.

Orders

  • Declaration of breaches of duty by Girish Patel and Stevens & Bolton LLP
  • Order for payment of damages/equitable compensation to Barrowfen (quantum partly reserved)