Fore Fitness Investments Holdings Ltd, Re [2022] EWHC 191 (Ch) (02 February 2022)

Fore Fitness Investments Holdings Ltd, Re [2022] EWHC 191 (Ch) (02 February 2022)

The company's bespoke articles required a quorum of two directors for board decisions; as Mr Lorimer-Wing was sole director, he lacked authority to commence the counterclaim, rendering it ultra vires and justifying strike out. The company failed to discharge the burden of showing its participation was necessary or...

Source-derived case information.

Citation
[2022] EWHC 191 (Ch)
Parties
Petitioner / Applicant: Idrees Hashmi; First Respondent: Paul Lorimer-Wing; Second Respondent: Fore Fitness Investments Holdings Limited
Jurisdiction
England and Wales
Judgment Date
02 February 2022
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 S.994 / Interlocutory Application for Strike Out, Injunctions, and Directions
Outcome
Counterclaim struck out; permission for counter-petition refused; negative and mandatory injunctions refused; no order on service of Reply at this stage.
Legal Topics
Interpretation of Articles of Association, Directors' Powers and Quorum, Ultra Vires Acts, Legal Costs Principle in Unfair Prejudice Petitions, Strike Out Applications, Injunctions, Counterclaims in Company Proceedings
Company Law Civil Procedure Interpretation of Articles of Association Directors' Powers and Quorum Ultra Vires Acts Legal Costs Principle in Unfair Prejudice Petitions Strike Out Applications Injunctions +1 more

Source-derived case record

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 5 Authorities cited 21 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Idrees Hashmi

Petitioner / Applicant

Paul Lorimer-Wing

First Respondent

Fore Fitness Investments Holdings Limited

Second Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 S.994 / Interlocutory Application for Strike Out, Injunctions, and Directions

Legal Issues

  1. 1 Whether the company's counterclaim was ultra vires due to lack of quorum under bespoke articles
  2. 2 Whether the company could fund its participation in the unfair prejudice petition
  3. 3 Whether permission should be granted for a counter-petition under s.996(2) Companies Act 2006

Ratio Decidendi

The company's bespoke articles required a quorum of two directors for board decisions; as Mr Lorimer-Wing was sole director, he lacked authority to commence the counterclaim, rendering it ultra vires and justifying strike out. The company failed to discharge the burden of showing its participation was necessary or expedient in its interests. Permission for the counter-petition was refused as it could not be based on the court's own order. Injunctions were refused due to lack of evidence supporting the cross-undertaking in damages.

Court Disposition

Counterclaim struck out; permission for counter-petition refused; negative and mandatory injunctions refused; no order on service of Reply at this stage.

Orders

  • The company's counterclaim is struck out.
  • Permission for the counter-petition is refused.