Jagit Singh Gill v Amarjeet Signh Gill & Ors

Jagit Singh Gill v Amarjeet Signh Gill & Ors

The petitioner’s removal as director was a breach of the quasi-partnership agreement, constituting unfair prejudice. The appropriate relief is a buy-out of his shares at full value as at 29 March 2022, with additional compensation for lost remuneration and certain wrongful company expenditures, plus interest. Claims for development profit or further compensation are not justified as the share valuation reflects all value, including future and contingent value.

Parties
Petitioner: Jagjit Singh Gill; First Respondent: Amarjeet Singh Gill; Second Respondent: Tarlochan Singh Gill; Third Respondent: Micrologic Property Holdings Limited
Jurisdiction
England and Wales
Judgment Date
15 November 2024
Procedural Posture
Petition (unfair Prejudice/just and Equitable Winding Up) / Final Judgment After Trial
Outcome
Petition allowed in part; buy-out order granted.
Legal Topics
Unfair Prejudice, Quasi Partnership, Director Removal, Shareholder Remedies, Just and Equitable Winding Up, Valuation of Shares
Company Law Insolvency Law Unfair Prejudice Quasi Partnership Director Removal Shareholder Remedies Just and Equitable Winding Up Valuation of Shares

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 6 Authorities cited 9 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Jagjit Singh Gill

Petitioner

Amarjeet Singh Gill

First Respondent

Tarlochan Singh Gill

Second Respondent

Micrologic Property Holdings Limited

Third Respondent

Procedural Posture

Petition (unfair Prejudice/just and Equitable Winding Up) / Final Judgment After Trial

Legal Issues

  1. 1 Whether the affairs of Micrologic Property Holdings Limited were conducted in a manner unfairly prejudicial to the petitioner as a member
  2. 2 Whether the petitioner was wrongly excluded from management in breach of quasi-partnership agreements
  3. 3 Whether the petitioner is entitled to relief by way of a buy-out order or winding up

Ratio Decidendi

The petitioner’s removal as director was a breach of the quasi-partnership agreement, constituting unfair prejudice. The appropriate relief is a buy-out of his shares at full value as at 29 March 2022, with additional compensation for lost remuneration and certain wrongful company expenditures, plus interest. Claims for development profit or further compensation are not justified as the share valuation reflects all value, including future and contingent value.

Court Disposition

Petition allowed in part; buy-out order granted.

Orders

  • Sam and Rick Gill to purchase Jagjit Singh Gill’s shares in Micrologic Property Holdings Limited as at 29 March 2022 at the price of £656,000.
  • Sam and Rick to pay Jagjit Singh Gill £12,234 (one-third of wrongly paid legal fees) and £500 (one-third of probate-related legal fees), both with interest at 5% from 29 March 2022.