Sharma v Sharma & Anor [2013] EWCA Civ 1287 (25 October 2013)

Sharma v Sharma & Anor [2013] EWCA Civ 1287 (25 October 2013)

The shareholders of ADC, with full knowledge of the material facts, acquiesced in and consented to Anushika Sharma acquiring certain dental practices for herself or ADCUK. This consent, given expressly by Kesh and by the silence of Sunny and Raj in circumstances where silence amounted to consent, absolved Anushika from liability for breach of fiduciary or statutory duty. There was no breach of duty under section 175 of the Companies Act 2006.

Citation
[2013] EWCA Civ 1287
Parties
Petitioner at Trial/respondent to Appeal: Anushika Sharma; Respondent at Trial/appellant: Jagesh Kumar Sharma (Sunny); Respondent at Trial/appellant: Keshbala Sharma (Kesh); Respondent at Trial: Jagdish Sharma; Respondent at Trial/appellant: Rajesh Sharma (Raj); Respondent at Trial: Aspire Dental Care Limited (ADC); Respondent at Trial: Aspire Dental Care (UK) Limited (ADCUK)
Jurisdiction
England and Wales
Judgment Date
25 October 2013
Procedural Posture
Appeal (civil Division) From High Court, Family Division / Judgment on Appeal
Outcome
Appeal dismissed
Legal Topics
Directors' Fiduciary Duties, Shareholder Consent, Conflict of Interest, Beneficial Ownership, Remedies for Breach of Duty
Company Law Family Law Directors' Fiduciary Duties Shareholder Consent Conflict of Interest Beneficial Ownership Remedies for Breach of Duty

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Parties

Anushika Sharma

Petitioner at Trial/respondent to Appeal

Jagesh Kumar Sharma (Sunny)

Respondent at Trial/appellant

Keshbala Sharma (Kesh)

Respondent at Trial/appellant

Jagdish Sharma

Respondent at Trial

Rajesh Sharma (Raj)

Respondent at Trial/appellant

Aspire Dental Care Limited (ADC)

Respondent at Trial

Aspire Dental Care (UK) Limited (ADCUK)

Respondent at Trial

Procedural Posture

Appeal (civil Division) From High Court, Family Division / Judgment on Appeal

Legal Issues

  1. 1 Whether Anushika Sharma breached her fiduciary or statutory duty as director of ADC by acquiring dental practices for herself or ADCUK rather than for ADC
  2. 2 Whether the shareholders with knowledge of the material facts acquiesced in or consented to Anushika's conduct, thereby absolving her from liability

Ratio Decidendi

The shareholders of ADC, with full knowledge of the material facts, acquiesced in and consented to Anushika Sharma acquiring certain dental practices for herself or ADCUK. This consent, given expressly by Kesh and by the silence of Sunny and Raj in circumstances where silence amounted to consent, absolved Anushika from liability for breach of fiduciary or statutory duty. There was no breach of duty under section 175 of the Companies Act 2006.

Court Disposition

Appeal dismissed

Orders

  • The appeal by Sunny, Kesh, and Raj is dismissed.
  • The decision of Mr Justice Simon is affirmed.