Fewings & Anor v Poulter & Ors [2021] EWHC 2455 (Ch) (14 September 2021)

Fewings & Anor v Poulter & Ors [2021] EWHC 2455 (Ch) (14 September 2021)

The company remained a quasi-partnership between AF and MP until June 2018. MP's conduct, including improper threats to disclose financial misconduct to authorities, was unfairly prejudicial and caused AF's resignation and share sale. The appropriate remedy is a buy-out of AF and SF's shares at a fair, non-discounted value, with adjustments for losses including entrepreneur's relief, remuneration, benefits, and undervalue of DAPAK shares.

Citation
[2021] EWHC 2455 (Ch)
Parties
Petitioner/claimant: Adrian Paul Denny Fewings; Petitioner/claimant: Susan Kathleen Fewings; Respondent/defendant: Martin Poulter; Respondent/defendant: Karen Belinda Poulter; Respondent/defendant: Samuel Brookes Buckley; Respondent/defendant: Kevan Brassington; Respondent/defendant: Julie Ann Brighton; Respondent/defendant: Richard Andrew Brighton; Respondent/defendant: Derbyshire Aggregates Limited; Respondent/defendant: D A Pak Limited
Jurisdiction
England and Wales
Judgment Date
14 September 2021
Procedural Posture
Petition and Part 8 Claim / Post Trial Judgment
Outcome
Petition and claim allowed; unfair prejudice established.
Legal Topics
Unfair Prejudice, Quasi Partnership, Shareholder Remedies, Director Resignation, Valuation of Shares
Company Law Equity Insolvency Unfair Prejudice Quasi Partnership Shareholder Remedies Director Resignation Valuation of Shares

Case Brief

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Parties

Adrian Paul Denny Fewings

Petitioner/claimant

Susan Kathleen Fewings

Petitioner/claimant

Martin Poulter

Respondent/defendant

Karen Belinda Poulter

Respondent/defendant

Samuel Brookes Buckley

Respondent/defendant

Kevan Brassington

Respondent/defendant

Julie Ann Brighton

Respondent/defendant

Richard Andrew Brighton

Respondent/defendant

Derbyshire Aggregates Limited

Respondent/defendant

D A Pak Limited

Respondent/defendant

Procedural Posture

Petition and Part 8 Claim / Post Trial Judgment

Legal Issues

  1. 1 Whether Derbyshire Aggregates Limited remained a quasi-partnership up to June 2018
  2. 2 Whether Martin Poulter threatened Adrian Fewings with disclosure to HMRC or police to pressure resignation or share sale
  3. 3 Whether resignation and share sale were caused by improper threats or voluntary agreement

Ratio Decidendi

The company remained a quasi-partnership between AF and MP until June 2018. MP's conduct, including improper threats to disclose financial misconduct to authorities, was unfairly prejudicial and caused AF's resignation and share sale. The appropriate remedy is a buy-out of AF and SF's shares at a fair, non-discounted value, with adjustments for losses including entrepreneur's relief, remuneration, benefits, and undervalue of DAPAK shares.

Court Disposition

Petition and claim allowed; unfair prejudice established.

Orders

  • Directors or company to purchase AF and SF's shares at fair, non-discounted value
  • Adjustments to fair value for loss of entrepreneur's relief, remuneration, benefits, and undervalue of DAPAK shares