Seneschall v Trisant Foods Ltd & Ors [2024] EWHC 456 (Ch) (11 March 2024)

Seneschall v Trisant Foods Ltd & Ors [2024] EWHC 456 (Ch) (11 March 2024)

The appropriate remedy for unfair prejudice is a clean break replicating what would have occurred absent the concealed plan, including purchase of petitioner's shares at fair value as at 30 November 2019, and indemnity for personal guarantees and security. The counterfactual negotiation approach is rejected; valuation must be evidence-based. Damages for conspiracy are limited to losses causally attributable to respondents' conduct.

Citation
[2024] EWHC 456 (Ch)
Parties
Petitioner: John Seneschall; 1st Respondent: Trisant Foods Limited; 2nd Respondent: Market Fresh Limited; 3rd Respondent: Lynne Jones; 4th Respondent: David Marshall; 5th Respondent: David McCormick
Jurisdiction
England and Wales
Judgment Date
11 March 2024
Procedural Posture
Petition Under Companies Act 2006 S.994 (unfair Prejudice) and Claim for Unlawful Means Conspiracy / Remedies Judgment Following Split Trial
Outcome
Petition granted in part; share purchase order and indemnity for personal guarantees/security; claim for termination payment refused; damages for conspiracy limited.
Legal Topics
Unfair Prejudice, Shareholder Remedies, Company Valuation, Unlawful Means Conspiracy, Remedies, Causation, Damages
Company Law Insolvency Law Civil Procedure Unfair Prejudice Shareholder Remedies Company Valuation Unlawful Means Conspiracy Remedies +2 more

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Parties

John Seneschall

Petitioner

Trisant Foods Limited

1st Respondent

Market Fresh Limited

2nd Respondent

Lynne Jones

3rd Respondent

David Marshall

4th Respondent

David McCormick

5th Respondent

Procedural Posture

Petition Under Companies Act 2006 S.994 (unfair Prejudice) and Claim for Unlawful Means Conspiracy / Remedies Judgment Following Split Trial

Legal Issues

  1. 1 Appropriate remedy for unfair prejudice under s.996 Companies Act 2006
  2. 2 Valuation method and date for petitioner's shares
  3. 3 Relief for personal guarantees and security given by petitioner

Ratio Decidendi

The appropriate remedy for unfair prejudice is a clean break replicating what would have occurred absent the concealed plan, including purchase of petitioner's shares at fair value as at 30 November 2019, and indemnity for personal guarantees and security. The counterfactual negotiation approach is rejected; valuation must be evidence-based. Damages for conspiracy are limited to losses causally attributable to respondents' conduct.

Court Disposition

Petition granted in part; share purchase order and indemnity for personal guarantees/security; claim for termination payment refused; damages for conspiracy limited.

Orders

  • 2nd to 5th Respondents to procure purchase of all Petitioner's shares in Trisant Foods Limited at fair value as at 30 November 2019, determined by expert evidence.
  • Respondents to indemnify Petitioner for liabilities under Reward Loan, Hampshire Trust Bank hire purchase, and Ultimate Finance hire purchase.