Progress Property Co Ltd v Moore & Anor

Progress Property Co Ltd v Moore & Anor

No breach of fiduciary duty, conflict of interest, or duty of care occurred as both shareholders assented to the transaction. PPC is entitled to payment under the tax indemnity for tax paid on disposal of YMS-1 shares, as breach of SPA procedural obligations does not discharge indemnity liability. PPC's claim for reimbursement of professional fees fails for lack of proof and consideration.

Parties
Claimant: Progress Property Company Limited; Defendants: Cornus Moore & Moorgarth Group Limited; Part 20 Defendants: Charles Price & Paul Clarke; Claimant/part 20 Defendant: Tradegro (UK) Limited; Defendant/part 20 Claimant: Wigmore Street Investments Limited
Jurisdiction
England and Wales
Judgment Date
15 October 2008
Procedural Posture
Commercial / Judgment
Outcome
Claims and Part 20 claims dismissed except entitlement to tax indemnity; PPC's claim for reimbursement of professional fees dismissed.
Legal Topics
Fiduciary Duty, Ultra Vires Transactions, Conflict of Interest, Duty of Care, Tax Indemnity, Share Purchase Agreement, Distribution of Assets, Indemnity, Contribution
Company Law Contract Law Tax Law Fiduciary Duty Ultra Vires Transactions Conflict of Interest Duty of Care Tax Indemnity +4 more

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Parties

Progress Property Company Limited

Claimant

Cornus Moore & Moorgarth Group Limited

Defendants

Charles Price & Paul Clarke

Part 20 Defendants

Tradegro (UK) Limited

Claimant/part 20 Defendant

Wigmore Street Investments Limited

Defendant/part 20 Claimant

Procedural Posture

Commercial / Judgment

Legal Issues

  1. 1 Whether the disposal of shares at an undervalue constituted breach of fiduciary duty and unlawful distribution
  2. 2 Whether directors acted in conflict of interest
  3. 3 Whether directors breached duty of skill and care

Ratio Decidendi

No breach of fiduciary duty, conflict of interest, or duty of care occurred as both shareholders assented to the transaction. PPC is entitled to payment under the tax indemnity for tax paid on disposal of YMS-1 shares, as breach of SPA procedural obligations does not discharge indemnity liability. PPC's claim for reimbursement of professional fees fails for lack of proof and consideration.

Court Disposition

Claims and Part 20 claims dismissed except entitlement to tax indemnity; PPC's claim for reimbursement of professional fees dismissed.

Orders

  • Claim and Part 20 claim in Action HC06C03470 dismissed.
  • WSIL entitled to payment by TUK of tax paid by PPC on disposal of YMS-1 shares, subject to dispute on group tax losses.