City Branch Group Ltd, Re Companies Act 1985 [2004] EWCA Civ 815 (21 May 2004)

City Branch Group Ltd, Re Companies Act 1985 [2004] EWCA Civ 815 (21 May 2004)

Conduct of a subsidiary's affairs can, in appropriate circumstances, also be conduct of the holding company's affairs for the purposes of a section 459 Companies Act 1985 petition, especially where the directors of the holding company are also directors of the subsidiary. The petition should not be struck out as it has a realistic prospect of success.

Citation
[2004] EWCA Civ 815
Parties
Petitioners: Raymond Malcolm Victor Gross, Gerald Gross, Adam Gross, Laura Pittal (the Gross family); Respondents: Peter Elliott Rackind, Julia Pactor, Robert Rackind (the Rackind family)
Jurisdiction
England and Wales
Judgment Date
21 May 2004
Procedural Posture
Appeal (civil) / Appeal From High Court Decision on Strike Out Application in Section 459 Companies Act 1985 Petition
Outcome
Appeal dismissed
Legal Topics
Unfair Prejudice, Section 459 Petition, Parent and Subsidiary Companies, Quasi Partnership, Strike Out Applications
Company Law Corporate Governance Unfair Prejudice Section 459 Petition Parent and Subsidiary Companies Quasi Partnership Strike Out Applications

Case Brief

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Parties

Raymond Malcolm Victor Gross, Gerald Gross, Adam Gross, Laura Pittal (the Gross family)

Petitioners

Peter Elliott Rackind, Julia Pactor, Robert Rackind (the Rackind family)

Respondents

Procedural Posture

Appeal (civil) / Appeal From High Court Decision on Strike Out Application in Section 459 Companies Act 1985 Petition

Legal Issues

  1. 1 Whether conduct of a subsidiary's affairs can constitute conduct of the holding company's affairs for the purposes of a section 459 Companies Act 1985 petition
  2. 2 Whether the petition should be struck out for lack of a cause of action under section 459

Ratio Decidendi

Conduct of a subsidiary's affairs can, in appropriate circumstances, also be conduct of the holding company's affairs for the purposes of a section 459 Companies Act 1985 petition, especially where the directors of the holding company are also directors of the subsidiary. The petition should not be struck out as it has a realistic prospect of success.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed with costs summarily assessed at £50,666.10 (inc VAT) to be paid within 28 days
  • Application for permission to appeal to the House of Lords refused