Instant Access Properties Ltd v Rosser & Ors

Instant Access Properties Ltd v Rosser & Ors

The Claimants failed to prove that the directors or shadow directors breached fiduciary duties, that any agreements were for no or inadequate consideration, or that any professional adviser was negligent or dishonest. No fraudulent trading was established. Even if technical breaches occurred, they would have been ratified or statute-barred. Accordingly, all claims fail and are dismissed.

Parties
Claimant: Instant Access Properties Limited (In Liquidation); First Defendant: Mr Bradley John Rosser; Second Defendant: Mrs Maria Helena Gifford; Third Defendant: Mr James Bernard Moore (A Bankrupt); Fourth Defendant: Jeffcote Donnison LLP; Fifth Defendant: Mr Phillip Donnison; Sixth Defendant: Mishcon de Reya (A Firm); Seventh Defendant: Mr Jonathan Berman; Applicants: Kevin Anthony Murphy and Richard Howard Toone (as Joint Liquidators of Instant Access Properties Limited)
Jurisdiction
England and Wales
Judgment Date
13 April 2018
Procedural Posture
Civil (company/commercial) / Judgment After Trial
Outcome
All claims dismissed
Legal Topics
Directors' Duties, Shadow/de Facto Directors, Fiduciary Duties, Breach of Duty, Dishonest Assistance, Conspiracy, Fraudulent Trading, Ratification, Limitation of Actions
Company Law Insolvency Law Equity and Trusts Directors' Duties Shadow/de Facto Directors Fiduciary Duties Breach of Duty Dishonest Assistance +4 more

Case Brief

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Parties

Instant Access Properties Limited (In Liquidation)

Claimant

Mr Bradley John Rosser

First Defendant

Mrs Maria Helena Gifford

Second Defendant

Mr James Bernard Moore (A Bankrupt)

Third Defendant

Jeffcote Donnison LLP

Fourth Defendant

Mr Phillip Donnison

Fifth Defendant

Mishcon de Reya (A Firm)

Sixth Defendant

Mr Jonathan Berman

Seventh Defendant

Kevin Anthony Murphy and Richard Howard Toone (as Joint Liquidators of Instant Access Properties Limited)

Applicants

Procedural Posture

Civil (company/commercial) / Judgment After Trial

Legal Issues

  1. 1 Whether Mr Moore and Mr Rosser were de facto or shadow directors of IAP and owed fiduciary duties to IAP
  2. 2 Whether the directors and shadow directors breached fiduciary duties by causing IAP to enter into agreements with Leadenhall and Darrencrest for no or inadequate consideration
  3. 3 Whether professional advisers dishonestly assisted breaches of duty or were negligent

Ratio Decidendi

The Claimants failed to prove that the directors or shadow directors breached fiduciary duties, that any agreements were for no or inadequate consideration, or that any professional adviser was negligent or dishonest. No fraudulent trading was established. Even if technical breaches occurred, they would have been ratified or statute-barred. Accordingly, all claims fail and are dismissed.

Court Disposition

All claims dismissed

Orders

  • All claims against all Defendants are dismissed.