Ceredigion Recycling and Furniture Team v Derek Clifford Pope & Ors.

Ceredigion Recycling and Furniture Team v Derek Clifford Pope & Ors.

The appropriate relief for the directors' breach of fiduciary duty and conversion of company property is restoration of the property to the company, judgment for rental payments made plus interest, and indemnity for transfer costs. The directors are not entitled to credit for hypothetical lawful remuneration or pension contributions, as the scheme was wholly unlawful and ultra vires. Settlement sums from professional advisers are to be credited as agreed.

Parties
Claimant: Ceredigion Recycling and Furniture Team; First Defendant: Derek Clifford Pope; Second Defendant: Allison Cann; Third Defendant: Cyfri Cyfrifwr Cyfyngedig; Fourth Defendant: Cyfri Cyfyngedig; Fifth Defendant: SLA Property Company Limited; Sixth Defendant: Suffolk Life Annuities Limited
Jurisdiction
England and Wales
Judgment Date
26 July 2022
Procedural Posture
Civil (company Law, Fiduciary Duties) / Judgment on Relief After Liability Finding and Appeal
Outcome
Judgment for claimant; property to be restored; directors liable for rental payments, interest, and indemnity for transfer costs; settlement sums credited; costs to be determined.
Legal Topics
Directors' Fiduciary Duties, Breach of Trust, Constructive Trust, Equitable Compensation, Ultra Vires, Restorative Relief
Company Law Equity and Trusts Directors' Fiduciary Duties Breach of Trust Constructive Trust Equitable Compensation Ultra Vires Restorative Relief

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Parties

Ceredigion Recycling and Furniture Team

Claimant

Derek Clifford Pope

First Defendant

Allison Cann

Second Defendant

Cyfri Cyfrifwr Cyfyngedig

Third Defendant

Cyfri Cyfyngedig

Fourth Defendant

SLA Property Company Limited

Fifth Defendant

Suffolk Life Annuities Limited

Sixth Defendant

Procedural Posture

Civil (company Law, Fiduciary Duties) / Judgment on Relief After Liability Finding and Appeal

Legal Issues

  1. 1 What is the appropriate relief for breach of fiduciary duty by directors who converted company property for personal benefit?
  2. 2 Are the directors entitled to credit for hypothetical lawful remuneration or pension contributions?
  3. 3 How should settlement sums from professional advisers be treated in the relief calculation?

Ratio Decidendi

The appropriate relief for the directors' breach of fiduciary duty and conversion of company property is restoration of the property to the company, judgment for rental payments made plus interest, and indemnity for transfer costs. The directors are not entitled to credit for hypothetical lawful remuneration or pension contributions, as the scheme was wholly unlawful and ultra vires. Settlement sums from professional advisers are to be credited as agreed.

Court Disposition

Judgment for claimant; property to be restored; directors liable for rental payments, interest, and indemnity for transfer costs; settlement sums credited; costs to be determined.

Orders

  • Transfer of property (Station Buildings, Alexander Road, Aberystwyth) to claimant so lease merges with freehold title.
  • Judgment against Mr Pope and Ms Cann for rental payments made by company plus interest.