John Seneschall v Trisant Foods Limited & Ors

John Seneschall v Trisant Foods Limited & Ors

The appropriate and fair relief for unfair prejudice is a share purchase order at nil value as at 30 November 2019, plus indemnity or compensation for the petitioner's personal guarantees and security given for company debts, insulating him from the consequences of the company's liquidation. No termination payment is awarded. Damages for conspiracy are limited to legal fees incurred in the disciplinary and employment proceedings. Relief under s.996 is ordered jointly and severally against Market Fresh and Mr Marshall, and against Ms Jones to the extent of her 15% shareholding; no order against Mr McCormick. Damages for conspiracy are ordered jointly and severally against all respondents...

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
03 November 2024
Procedural Posture
Petition (unfair Prejudice, Conspiracy) / Remedies Judgment After Split Trial
Outcome
Petition allowed in part; damages for conspiracy allowed in part; other claims dismissed.
Legal Topics
Unfair Prejudice, Shareholder Remedies, Unlawful Means Conspiracy, Damages, Share Valuation
Company Law Tort Law Unfair Prejudice Shareholder Remedies Unlawful Means Conspiracy Damages Share Valuation

Case Brief

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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 (unfair Prejudice, Conspiracy) / Remedies Judgment After Split Trial

Legal Issues

  1. 1 What is the appropriate remedy for unfair prejudice under s.996 Companies Act 2006?
  2. 2 What is the proper valuation date and method for the petitioner's shares?
  3. 3 Are damages for conspiracy, including legal fees and lost earnings, recoverable?

Ratio Decidendi

The appropriate and fair relief for unfair prejudice is a share purchase order at nil value as at 30 November 2019, plus indemnity or compensation for the petitioner's personal guarantees and security given for company debts, insulating him from the consequences of the company's liquidation. No termination payment is awarded. Damages for conspiracy are limited to legal fees incurred in the disciplinary and employment proceedings. Relief under s.996 is ordered jointly and severally against Market Fresh and Mr Marshall, and against Ms Jones to the extent of her 15% shareholding; no order against Mr McCormick. Damages for conspiracy are ordered jointly and severally against all respondents...

Court Disposition

Petition allowed in part; damages for conspiracy allowed in part; other claims dismissed.

Orders

  • Market Fresh Limited and David Marshall to purchase petitioner's shares at nil value as at 30 November 2019 and indemnify or compensate petitioner for personal guarantees and security given for company debts (Reward Loan, Hampshire Trust Bank, Ultimate Finance), jointly and severally.
  • Lynne Jones jointly and severally liable for s.996 relief to the extent of her 15% shareholding.