Tosi Limited v 99 Hippos Limited & Anor

Tosi Limited v 99 Hippos Limited & Anor

None of the pleaded grounds of unfair prejudice were made out in relation to 99 Hippos Limited. In relation to Finsbury Co Limited and Jusho Limited, certain payments to Jambo on 31 July 2020 were not justified and constituted unfairly prejudicial conduct to Ms Fairclough as shareholder. Given the deadlock, lack of viable business, and inability of the parties to cooperate, the appropriate relief is a winding-up order for Finsbury and Jusho. No relief is granted on the first or second petitions, but the court will allow time for amendment to seek winding up of 99H on just and equitable grounds.

Parties
Petitioner in First Petition, First Respondent in Second and Third Petitions: Tosi Limited; Respondent in First Petition, Second Respondent in Second Petition: 99 Hippos Limited; Respondent in First Petition, Petitioner in Second and Third Petitions: Emma Louise Fairclough; Respondent in Third Petition: Robert Edward Tillett; Respondent in Third Petition: Finsbury Co Limited; Respondent in Third Petition: Jusho Limited
Jurisdiction
England and Wales
Judgment Date
11 September 2024
Procedural Posture
Company/shareholder Dispute (unfair Prejudice Petitions) / Judgment After Trial of Consolidated Petitions
Outcome
First and second petitions dismissed; third petition succeeds in part; winding-up orders indicated for Finsbury Co Limited and Jusho Limited, subject to parties' submissions.
Legal Topics
Unfair Prejudice, Section 994 Companies Act 2006, Winding Up on Just and Equitable Grounds, Director Duties, Inter Company Transactions
Company Law Insolvency Law Unfair Prejudice Section 994 Companies Act 2006 Winding Up on Just and Equitable Grounds Director Duties Inter Company Transactions

Case Brief

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Parties

Tosi Limited

Petitioner in First Petition, First Respondent in Second and Third Petitions

99 Hippos Limited

Respondent in First Petition, Second Respondent in Second Petition

Emma Louise Fairclough

Respondent in First Petition, Petitioner in Second and Third Petitions

Robert Edward Tillett

Respondent in Third Petition

Finsbury Co Limited

Respondent in Third Petition

Jusho Limited

Respondent in Third Petition

Procedural Posture

Company/shareholder Dispute (unfair Prejudice Petitions) / Judgment After Trial of Consolidated Petitions

Legal Issues

  1. 1 Whether the affairs of 99 Hippos Limited, Finsbury Co Limited, and Jusho Limited were conducted in a manner unfairly prejudicial to the interests of members under s.994 Companies Act 2006
  2. 2 Whether relief should be granted under s.996 Companies Act 2006, including share purchase or winding up
  3. 3 Whether directors breached duties in relation to loans, inter-company charges, and diversion of funds

Ratio Decidendi

None of the pleaded grounds of unfair prejudice were made out in relation to 99 Hippos Limited. In relation to Finsbury Co Limited and Jusho Limited, certain payments to Jambo on 31 July 2020 were not justified and constituted unfairly prejudicial conduct to Ms Fairclough as shareholder. Given the deadlock, lack of viable business, and inability of the parties to cooperate, the appropriate relief is a winding-up order for Finsbury and Jusho. No relief is granted on the first or second petitions, but the court will allow time for amendment to seek winding up of 99H on just and equitable grounds.

Court Disposition

First and second petitions dismissed; third petition succeeds in part; winding-up orders indicated for Finsbury Co Limited and Jusho Limited, subject to parties' submissions.

Orders

  • No relief on first and second petitions (99 Hippos Limited) at this stage; time granted to apply to amend for winding up on just and equitable ground.
  • Winding-up orders to be made for Finsbury Co Limited and Jusho Limited unless parties agree to share transfer.