Ceredigion Recycling & Furniture Team v Pope & Anor [2022] EWCA Civ 22 (14 January 2022)

Ceredigion Recycling & Furniture Team v Pope & Anor [2022] EWCA Civ 22 (14 January 2022)

The Court of Appeal has no inherent jurisdiction to review refusal of permission to appeal outside CPR 52.30; the criteria for reopening under CPR 52.30 were not satisfied as there was no real injustice, no exceptional circumstances, and the essential legal point raised by the applicant was unsound; section 39 of the Companies Act 2006 does not absolve directors from liability to the company for breach of duty, and the Duomatic principle cannot be used to ratify acts that are ultra vires or contrary to the company's constitution.

Citation
[2022] EWCA Civ 22
Parties
Claimant/first Respondent: Ceredigion Recycling & Furniture Team; First Defendant/applicant: Clifford Pope; Second Respondent: Allison Cann
Jurisdiction
England and Wales
Judgment Date
14 January 2022
Procedural Posture
Application to Reopen Refusal of Permission to Appeal / Court of Appeal, Post Refusal of Permission to Appeal
Outcome
Application to reopen refusal of permission to appeal dismissed
Legal Topics
Directors' Duties, Ultra Vires Doctrine, Reopening Appeals, Fiduciary Duty, Companies Act 2006, CPR 52.30
Company Law Civil Procedure Directors' Duties Ultra Vires Doctrine Reopening Appeals Fiduciary Duty Companies Act 2006 CPR 52.30

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Parties

Ceredigion Recycling & Furniture Team

Claimant/first Respondent

Clifford Pope

First Defendant/applicant

Allison Cann

Second Respondent

Procedural Posture

Application to Reopen Refusal of Permission to Appeal / Court of Appeal, Post Refusal of Permission to Appeal

Legal Issues

  1. 1 Whether the Court of Appeal has inherent jurisdiction to review refusal of permission to appeal beyond CPR 52.30
  2. 2 Whether the criteria for reopening under CPR 52.30 are satisfied
  3. 3 Effect of Companies Act 2006 section 39 on directors' liability to the company

Ratio Decidendi

The Court of Appeal has no inherent jurisdiction to review refusal of permission to appeal outside CPR 52.30; the criteria for reopening under CPR 52.30 were not satisfied as there was no real injustice, no exceptional circumstances, and the essential legal point raised by the applicant was unsound; section 39 of the Companies Act 2006 does not absolve directors from liability to the company for breach of duty, and the Duomatic principle cannot be used to ratify acts that are ultra vires or contrary to the company's constitution.

Court Disposition

Application to reopen refusal of permission to appeal dismissed

Orders

  • Stay of proceedings at first instance lifted