Hough & Ors v Hardcastle & Ors [2005] EWHC 1415 (Comm) (22 April 2005)

Hough & Ors v Hardcastle & Ors [2005] EWHC 1415 (Comm) (22 April 2005)

The petition discloses no grounds with a real prospect of success under section 459 because the alleged unfairly prejudicial conduct either occurred too long ago with the petitioners' participation or acquiescence, relates to the affairs of a separate company not subject to the petition, or concerns payments that were contractually required and not unfair. The court will not entertain a section 459 petition based on stale complaints or conduct outside the relevant company's affairs.

Citation
[2005] EWHC 1415 (Comm)
Parties
Respondents: John Leonard Hough & Others; Appellants: A Hardcastle & Others
Jurisdiction
England and Wales
Judgment Date
22 April 2005
Procedural Posture
Company Law Petition (section 459 Companies Act 1985) / Application to Strike Out or Dismiss Petition Under CPR 3.4 and 24.2
Outcome
Petition struck out or dismissed
Legal Topics
Unfair Prejudice, Shareholder Rights, Class Rights Variation, Redemption of Shares, Corporate Structure, Jurisdictional Limits of Section 459
Company Law Unfair Prejudice Shareholder Rights Class Rights Variation Redemption of Shares Corporate Structure Jurisdictional Limits of Section 459

Case Brief

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Parties

John Leonard Hough & Others

Respondents

A Hardcastle & Others

Appellants

Procedural Posture

Company Law Petition (section 459 Companies Act 1985) / Application to Strike Out or Dismiss Petition Under CPR 3.4 and 24.2

Legal Issues

  1. 1 Whether the petition discloses any grounds with a real prospect of success under section 459 of the Companies Act 1985
  2. 2 Whether conduct relating to a separate company (Injebreck Limited) can be considered conduct of the affairs of the subject company (Grandactual Limited) for the purposes of section 459
  3. 3 Whether delay and acquiescence bar relief under section 461

Ratio Decidendi

The petition discloses no grounds with a real prospect of success under section 459 because the alleged unfairly prejudicial conduct either occurred too long ago with the petitioners' participation or acquiescence, relates to the affairs of a separate company not subject to the petition, or concerns payments that were contractually required and not unfair. The court will not entertain a section 459 petition based on stale complaints or conduct outside the relevant company's affairs.

Court Disposition

Petition struck out or dismissed

Orders

  • The petition is struck out or dismissed in its entirety.