Argyle UAE Ltd v (McKellar & Anor [2025] EWHC 1258 (Ch) (27 May 2025)

Argyle UAE Ltd v (McKellar & Anor [2025] EWHC 1258 (Ch) (27 May 2025)

Robert McKellar breached his fiduciary and statutory duties as director by causing Argyle UAE Limited to make a payment to Sean Verity without proper basis or benefit to the company, at a time when the company was or was likely to become insolvent. English law applies by virtue of the company's articles and the presumption of similarity. The claim against McKellar succeeds and equitable compensation is ordered. The claim against Verity fails because he did not have the requisite knowledge to make it unconscionable for him to retain the payment; thus, knowing receipt is not established.

Citation
[2025] EWHC 1258 (Ch)
Parties
Claimant: Argyle UAE Limited (in liquidation) (acting by its joint liquidators David Standish and Michael Leeds); First Defendant: Robert McKellar; Second Defendant: Sean Verity
Jurisdiction
England and Wales
Judgment Date
27 May 2025
Procedural Posture
Civil Company/commercial / High Court Trial Judgment
Outcome
Claim against Robert McKellar succeeds; claim against Sean Verity fails.
Legal Topics
Directors' Duties, Knowing Receipt, Equitable Compensation, Jurisdiction, Applicable Law, Liquidation, Fiduciary Duties
Company Law Equity and Trusts Insolvency Directors' Duties Knowing Receipt Equitable Compensation Jurisdiction Applicable Law +2 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 25 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Argyle UAE Limited (in liquidation) (acting by its joint liquidators David Standish and Michael Leeds)

Claimant

Robert McKellar

First Defendant

Sean Verity

Second Defendant

Procedural Posture

Civil Company/commercial / High Court Trial Judgment

Legal Issues

  1. 1 Whether Robert McKellar breached his fiduciary duties as director of Argyle UAE Limited by causing the company to make a payment to Sean Verity
  2. 2 Whether Sean Verity is liable in knowing receipt for the payment received from Argyle UAE Limited
  3. 3 Whether English law or UAE law applies to the determination of directors' duties

Ratio Decidendi

Robert McKellar breached his fiduciary and statutory duties as director by causing Argyle UAE Limited to make a payment to Sean Verity without proper basis or benefit to the company, at a time when the company was or was likely to become insolvent. English law applies by virtue of the company's articles and the presumption of similarity. The claim against McKellar succeeds and equitable compensation is ordered. The claim against Verity fails because he did not have the requisite knowledge to make it unconscionable for him to retain the payment; thus, knowing receipt is not established.

Court Disposition

Claim against Robert McKellar succeeds; claim against Sean Verity fails.

Orders

  • Declaration that Robert McKellar breached his fiduciary duties as director of Argyle UAE Limited.
  • Order for Robert McKellar to pay equitable compensation to the company (amount to be determined).