Argyle UAE Limited (in liquidation) v Robert McKellar & Anor

Argyle UAE Limited (in liquidation) v Robert McKellar & Anor

RM breached fiduciary and statutory duties as director by causing the Company to make the Payment to SV when there was no legal obligation, no benefit to the Company, and the Company was or was likely to become insolvent. RM is not entitled to relief under s.1157 CA 2006. SV did not have the requisite knowledge to make retention unconscionable; the claim in knowing receipt fails.

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
08 December 2025
Procedural Posture
Civil Claim / Final Judgment After Trial
Outcome
Claim against RM succeeds; claim against SV fails.
Legal Topics
Directors' Duties, Knowing Receipt, Fiduciary Duty, Breach of Trust, Equitable Compensation, Conflict of Interest, Pre Incorporation Contracts
Company Law Insolvency Equity Directors' Duties Knowing Receipt Fiduciary Duty Breach of Trust Equitable Compensation +2 more

Case Brief

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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 Claim / Final Judgment After Trial

Legal Issues

  1. 1 Whether RM breached fiduciary and statutory duties as director in causing the Payment to SV
  2. 2 Whether SV is liable in knowing receipt for the Payment
  3. 3 Whether the Payment was for the benefit of the Company

Ratio Decidendi

RM breached fiduciary and statutory duties as director by causing the Company to make the Payment to SV when there was no legal obligation, no benefit to the Company, and the Company was or was likely to become insolvent. RM is not entitled to relief under s.1157 CA 2006. SV did not have the requisite knowledge to make retention unconscionable; the claim in knowing receipt fails.

Court Disposition

Claim against RM succeeds; claim against SV fails.

Orders

  • RM to pay equitable compensation to make good the loss suffered by the Company.
  • Claim against SV for knowing receipt dismissed.