Corran v Butters & Ors [2017] EWHC 2294 (Ch) (14 September 2017)

Corran v Butters & Ors [2017] EWHC 2294 (Ch) (14 September 2017)

Mr Corran's exclusion from management was justified due to his undischarged bankruptcy and inability to participate fully; the Butters brothers' conduct was not generally unfairly prejudicial, though limited breaches of duty occurred regarding pension payments. The appropriate relief is limited to rectification of those breaches, not a buy-out.

Citation
[2017] EWHC 2294 (Ch)
Parties
Petitioner: Colm Gerard Corran; First Respondent: Simon Victor Butters; Second Respondent: Mark Robert Butters; Third Respondent: Energy Express Limited; Fourth Respondent: Greendealexpress Limited; Fifth Respondent: Haus Living Limited
Jurisdiction
England and Wales
Judgment Date
14 September 2017
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 S.994 / Judgment After Trial of Liability Issues
Outcome
Petition dismissed except for limited relief regarding pension payments.
Legal Topics
Unfair Prejudice, Shareholder Disputes, Director Duties, Quasi Partnership, Dividends, Management Exclusion
Company Law Unfair Prejudice Shareholder Disputes Director Duties Quasi Partnership Dividends Management Exclusion

Case Brief

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Parties

Colm Gerard Corran

Petitioner

Simon Victor Butters

First Respondent

Mark Robert Butters

Second Respondent

Energy Express Limited

Third Respondent

Greendealexpress Limited

Fourth Respondent

Haus Living Limited

Fifth Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 S.994 / Judgment After Trial of Liability Issues

Legal Issues

  1. 1 Whether the exclusion of Mr Corran from management was unfairly prejudicial under s.994 Companies Act 2006
  2. 2 Whether the conduct of the Butters brothers in managing Greendealexpress and Energy Express after Mr Corran's exclusion was unfairly prejudicial
  3. 3 Whether improper payments (management charges, pension contributions) were made to the Butters brothers

Ratio Decidendi

Mr Corran's exclusion from management was justified due to his undischarged bankruptcy and inability to participate fully; the Butters brothers' conduct was not generally unfairly prejudicial, though limited breaches of duty occurred regarding pension payments. The appropriate relief is limited to rectification of those breaches, not a buy-out.

Court Disposition

Petition dismissed except for limited relief regarding pension payments.

Orders

  • Greendealexpress Limited to recover £64,000 in pension contributions paid to the Butters brothers.
  • No order for buy-out of Mr Corran's shares.