De Sena & Anor v Notaro & Ors

De Sena & Anor v Notaro & Ors

The claimants failed to prove actual undue influence, breach of fiduciary duty, or actionable negligence. The demerger was a hard-fought commercial negotiation between experienced parties, not vitiated by improper conduct. The first defendant owed no fiduciary duty to the first claimant; the professional advisers acted for the company, not the claimants, and owed no relevant duties. The claimants were not entitled to a proportionate share of company assets, and no undervalue was established. All claims fail and are dismissed.

Parties
First Claimant: Carmela De Sena; Second Claimant: Meltor Developments Limited; First Defendant: Joseph Notaro; Second Defendant: S Notaro Group Limited; Third Defendant: Bishop Fleming (a firm); Fourth Defendant: Davies and Partners Solicitors (a firm)
Jurisdiction
England and Wales
Judgment Date
01 May 2020
Procedural Posture
Civil (company/commercial) / Trial Judgment
Outcome
All claims dismissed
Legal Topics
Undue Influence, Fiduciary Duties, Unjust Enrichment, Negligence of Professional Advisers, Corporate Demerger, Shareholder Rights
Company Law Equity and Trusts Contract Law Professional Negligence Undue Influence Fiduciary Duties Unjust Enrichment Negligence of Professional Advisers +2 more

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Parties

Carmela De Sena

First Claimant

Meltor Developments Limited

Second Claimant

Joseph Notaro

First Defendant

S Notaro Group Limited

Second Defendant

Bishop Fleming (a firm)

Third Defendant

Davies and Partners Solicitors (a firm)

Fourth Defendant

Procedural Posture

Civil (company/commercial) / Trial Judgment

Legal Issues

  1. 1 Whether the demerger and acquisition of the first claimant’s shares was procured by undue influence or breach of fiduciary duty by the first defendant
  2. 2 Whether the second defendant was unjustly enriched at the expense of the claimants
  3. 3 Whether the third and fourth defendants (accountants and solicitors) owed and breached fiduciary or tortious duties to the claimants

Ratio Decidendi

The claimants failed to prove actual undue influence, breach of fiduciary duty, or actionable negligence. The demerger was a hard-fought commercial negotiation between experienced parties, not vitiated by improper conduct. The first defendant owed no fiduciary duty to the first claimant; the professional advisers acted for the company, not the claimants, and owed no relevant duties. The claimants were not entitled to a proportionate share of company assets, and no undervalue was established. All claims fail and are dismissed.

Court Disposition

All claims dismissed

Orders

  • All claims against all defendants are dismissed.
  • Parties to submit written submissions on consequential orders and costs.