Richard Stanley Morgan v Nigel James Morgan & Ors

Richard Stanley Morgan v Nigel James Morgan & Ors

The Active Respondents unfairly prejudiced the Petitioner by excluding him from management and benefits in a quasi-partnership company, without justification. Loans made by Petitioner and Third Party to SMS are repayable on demand. No binding compensation-sharing agreement existed. Counterclaim fails on all grounds.

Parties
Petitioner: Richard Stanley Morgan; First Respondent: Nigel James Morgan; Second Respondent: Colin Morgan; Third Respondent: Gareth Morgan; Fourth Respondent: Jane Elizabeth Morgan; Fifth Respondent: Leigh John Morgan; Sixth Respondent: SMS Farming Limited; Seventh Respondent: S Morgan & Sons Limited; Third Party: Julie Anne Morgan
Jurisdiction
England and Wales
Judgment Date
26 February 2026
Procedural Posture
Petition Under Section 994 Companies Act 2006 / Final Judgment After Trial
Outcome
Petition succeeds; counterclaim dismissed.
Legal Topics
Unfair Prejudice, Quasi Partnership, Directors' Loans, Shareholder Remedies, Employment Status, Compensation Sharing Agreements, Constructive Trusts, Implied Terms, Personal Guarantees
Company Law Contract Law Trusts and Equity Unjust Enrichment Unfair Prejudice Quasi Partnership Directors' Loans Shareholder Remedies +5 more

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Parties

Richard Stanley Morgan

Petitioner

Nigel James Morgan

First Respondent

Colin Morgan

Second Respondent

Gareth Morgan

Third Respondent

Jane Elizabeth Morgan

Fourth Respondent

Leigh John Morgan

Fifth Respondent

SMS Farming Limited

Sixth Respondent

S Morgan & Sons Limited

Seventh Respondent

Julie Anne Morgan

Third Party

Procedural Posture

Petition Under Section 994 Companies Act 2006 / Final Judgment After Trial

Legal Issues

  1. 1 Whether conduct of Active Respondents was unfairly prejudicial to Petitioner as shareholder
  2. 2 Whether loans by Petitioner and Third Party to SMS were repayable on demand
  3. 3 Whether Petitioner and Third Party were employees

Ratio Decidendi

The Active Respondents unfairly prejudiced the Petitioner by excluding him from management and benefits in a quasi-partnership company, without justification. Loans made by Petitioner and Third Party to SMS are repayable on demand. No binding compensation-sharing agreement existed. Counterclaim fails on all grounds.

Court Disposition

Petition succeeds; counterclaim dismissed.

Orders

  • SMS Farming Limited to pay Petitioner and Third Party the admitted minimum director's loan balance of £656,111.98 on account, subject to inquiry as to exact amount.
  • SMS Farming Limited to use best endeavours to procure release of Petitioner from any liability under personal guarantees and indemnify him for any liability not released.