Carey Street Investments Ltd & Anor v Brown & Anor [2024] EWCA Civ 571 (22 May 2024)

Carey Street Investments Ltd & Anor v Brown & Anor [2024] EWCA Civ 571 (22 May 2024)

The Court of Appeal held that the trial judge was entitled to find, on the evidence, that Mr Brown believed the transfer prices for New Court and Ludgate House reflected their market value and did not act dishonestly or fraudulently. Consequently, section 21 Limitation Act 1980 did not apply, and the claims were statute-barred. The appeal was dismissed.

Citation
[2024] EWCA Civ 571
Parties
Claimant/appellant: Carey Street Investments Limited (in liquidation); Claimant/appellant: 245 Blackfriars Road Property Investments Limited (in liquidation); Defendant/respondent: Grant Timothy Brown; Defendant/respondent: Equity Trust (Jersey) Limited
Jurisdiction
England and Wales
Judgment Date
22 May 2024
Procedural Posture
Civil Appeal / Appeal From High Court Judgment ([2023] EWHC 968 (ch))
Outcome
Appeal dismissed
Legal Topics
Directors' Duties, Fraudulent Breach of Fiduciary Duty, Limitation Act 1980 Section 21, Dishonesty, Vicarious Liability, Shadow/de Facto Director Liability, Valuation of Assets, Dividend Law, Management Charges and Interest Payments
Company Law Insolvency Law Trusts Law Directors' Duties Fraudulent Breach of Fiduciary Duty Limitation Act 1980 Section 21 Dishonesty Vicarious Liability +4 more

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Parties

Carey Street Investments Limited (in liquidation)

Claimant/appellant

245 Blackfriars Road Property Investments Limited (in liquidation)

Claimant/appellant

Grant Timothy Brown

Defendant/respondent

Equity Trust (Jersey) Limited

Defendant/respondent

Procedural Posture

Civil Appeal / Appeal From High Court Judgment ([2023] EWHC 968 (ch))

Legal Issues

  1. 1 Whether Mr Brown acted dishonestly in approving transfers of company property at undervalue to evade tax
  2. 2 Whether Equity Trust (Jersey) Limited is vicariously liable or a shadow/de facto director
  3. 3 Whether claims are statute-barred or fall within section 21 Limitation Act 1980 (fraudulent breach of fiduciary duty)

Ratio Decidendi

The Court of Appeal held that the trial judge was entitled to find, on the evidence, that Mr Brown believed the transfer prices for New Court and Ludgate House reflected their market value and did not act dishonestly or fraudulently. Consequently, section 21 Limitation Act 1980 did not apply, and the claims were statute-barred. The appeal was dismissed.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed in respect of transfer of New Court and Ludgate House
  • No liability found for Mr Brown or Equity Trust (Jersey) Limited