Carey Street Investments Limited (in liquidation) & Anor v Grant Timothy Brown & Anor

Carey Street Investments Limited (in liquidation) & Anor v Grant Timothy Brown & Anor

The appeal was dismissed because the trial judge's findings that Mr Brown did not act dishonestly or in fraudulent breach of duty were open to him on the evidence. The judge found Mr Brown believed the transfer prices reflected market value, relied on advice from property specialists, and did not act knowingly or recklessly contrary to the interests of the companies. As there was no fraudulent breach of duty, section 21 of the Limitation Act 1980 did not apply, and the claims were statute-barred.

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
13 November 2024
Procedural Posture
Civil Appeal / Appeal From High Court Judgment
Outcome
Appeal dismissed
Legal Topics
Directors' Duties, Fraudulent Breach of Fiduciary Duty, Limitation Periods, Vicarious Liability, Shadow/de Facto Directors, Valuation of Assets, Tax Avoidance
Company Law Equity and Trusts Civil Procedure Directors' Duties Fraudulent Breach of Fiduciary Duty Limitation Periods Vicarious Liability Shadow/de Facto Directors +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 4 Authorities cited 12 Party arguments 2 Amounts and remedies 6
Sign in to unlock

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

Legal Issues

  1. 1 Whether Mr Brown acted dishonestly or in fraudulent breach of duty as director in approving transfers of property at alleged undervalue
  2. 2 Whether the claim is statute-barred unless section 21 of the Limitation Act 1980 applies
  3. 3 Whether Equity Trust (Jersey) Limited is vicariously liable or a shadow/de facto director

Ratio Decidendi

The appeal was dismissed because the trial judge's findings that Mr Brown did not act dishonestly or in fraudulent breach of duty were open to him on the evidence. The judge found Mr Brown believed the transfer prices reflected market value, relied on advice from property specialists, and did not act knowingly or recklessly contrary to the interests of the companies. As there was no fraudulent breach of duty, section 21 of the Limitation Act 1980 did not apply, and the claims were statute-barred.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed as regards transfer of New Court and Ludgate House
  • No liability found for Mr Brown or Equity Trust under section 21 Limitation Act 1980