Fletcher v Davis & Anor

There was no binding shareholders' agreement between Mr Fletcher and Mr Davis; Mr Fletcher is not entitled to remuneration or damages for exclusion. However, Mr Fletcher is entitled to reimbursement for payments made to discharge PFI's liabilities, as these constituted a director's loan to the company.

Parties: Claimant: Noel Edward Fletcher; First Defendant: Trevor Davis; Second Defendant: Public Forums Internet (PFI) Limited
Jurisdiction: England and Wales
Judgment Date: 21 April 2005
Procedural Posture: Civil / Final Judgment
Outcome: Claim for reimbursement allowed; all other claims dismissed.
Legal Topics: Shareholders' Agreements, Directors' Remuneration, Authority of Directors, Restitution for Payments, Corporate Structure, Breach of Contract

Contract Law Company Law Restitution Shareholders' Agreements Directors' Remuneration Authority of Directors Restitution for Payments Corporate Structure +1 more

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Full judgment text Downloadable case file Legal principles 3 Authorities cited 1 Party arguments 2 Amounts and remedies 1

Parties

Noel Edward Fletcher

Claimant

Trevor Davis

First Defendant

Public Forums Internet (PFI) Limited

Second Defendant

Procedural Posture

Civil / Final Judgment

Legal Issues

1 Existence and breach of shareholders' agreement
2 Entitlement to directors' remuneration and consultancy fees
3 Authority to make payments on behalf of company

Ratio Decidendi

Court Disposition

Claim for reimbursement allowed; all other claims dismissed.

Orders

PFI to reimburse Mr Fletcher £106,389.28 for payments made to discharge company liabilities.
No order on patent entitlement claim.