Maresca v Brookfield Development & Construction & Anor [2013] EWHC 3151 (Ch) (16 October 2013)

Maresca v Brookfield Development & Construction & Anor [2013] EWHC 3151 (Ch) (16 October 2013)

Mrs Maresca did not suffer unfair prejudice under section 994 Companies Act 2006 as she was not locked into the company and had the opportunity for a fair exit. The directors' loan account properly reflected the parties' contributions and entitlements. The company was insolvent when valued on a realistic basis, and Mrs Maresca's real interest was as a creditor. She was entitled to repayment of her loan account, less sums already received, but not to a winding up order as another remedy was available and she would be acting unreasonably to seek winding up instead of repayment.

Citation
[2013] EWHC 3151 (Ch)
Parties
Petitioner: Janet Susan Maresca; First Respondent: Brookfield Development and Construction; Second Respondent: Robert Wallace Pursall
Jurisdiction
England and Wales
Judgment Date
16 October 2013
Procedural Posture
Company Winding Up Petition (unfair Prejudice and Just and Equitable Grounds) / Judgment After Trial
Outcome
Petition for unfair prejudice dismissed; winding up refused on condition; order for repayment to petitioner in lieu of winding up.
Legal Topics
Unfair Prejudice, Just and Equitable Winding Up, Directors' Loan Accounts, Quasi Partnerships, Shareholder Disputes
Company Law Insolvency Unfair Prejudice Just and Equitable Winding Up Directors' Loan Accounts Quasi Partnerships Shareholder Disputes

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 3 Authorities cited 4 Party arguments 2 Amounts and remedies 5
Sign in to unlock

Parties

Janet Susan Maresca

Petitioner

Brookfield Development and Construction

First Respondent

Robert Wallace Pursall

Second Respondent

Procedural Posture

Company Winding Up Petition (unfair Prejudice and Just and Equitable Grounds) / Judgment After Trial

Legal Issues

  1. 1 Whether the affairs of BDC were conducted in a manner unfairly prejudicial to Mrs Maresca
  2. 2 Whether it is just and equitable to wind up BDC
  3. 3 Proper treatment of directors' loan account and shareholding on breakdown of quasi-partnership

Ratio Decidendi

Mrs Maresca did not suffer unfair prejudice under section 994 Companies Act 2006 as she was not locked into the company and had the opportunity for a fair exit. The directors' loan account properly reflected the parties' contributions and entitlements. The company was insolvent when valued on a realistic basis, and Mrs Maresca's real interest was as a creditor. She was entitled to repayment of her loan account, less sums already received, but not to a winding up order as another remedy was available and she would be acting unreasonably to seek winding up instead of repayment.

Court Disposition

Petition for unfair prejudice dismissed; winding up refused on condition; order for repayment to petitioner in lieu of winding up.

Orders

  • If BDC pays Mrs Maresca £10,000 by 1 December 2013, she must transfer her share in BDC to Mr Pursall and BDC is not to be wound up.