VB Football Assets v Blackpool Football Club & Ors [2017] EWHC 2767 (Ch) (06 November 2017)

VB Football Assets v Blackpool Football Club & Ors [2017] EWHC 2767 (Ch) (06 November 2017)

The court found that the Oyston family, through Segesta and its control of Blackpool FC, conducted the affairs of Blackpool FC in a manner unfairly prejudicial to VB Football Assets by making substantial improper payments for personal benefit, excluding VB Football Assets from management and information, and altering the articles of association to its detriment. The court held that the conduct justified an order requiring the Oyston family to purchase VB Football Assets' shares at a fair value, rejecting the Respondents' arguments and declining to deny relief based on Mr. Belokon's conduct.

Citation
[2017] EWHC 2767 (Ch)
Parties
Petitioner: VB Football Assets; First Respondent: Blackpool Football Club (Properties) Limited (formerly Segesta Limited); Second Respondent: Owen Oyston; Third Respondent: Karl Oyston; Fourth Respondent: Blackpool Football Club Limited
Jurisdiction
England and Wales
Judgment Date
06 November 2017
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 S.994 / Final Judgment
Outcome
Petition allowed
Legal Topics
Unfair Prejudice, Minority Shareholder Rights, Directors' Duties, Corporate Governance, Remedies Under Companies Act 2006
Company Law Unfair Prejudice Minority Shareholder Rights Directors' Duties Corporate Governance Remedies Under Companies Act 2006

Case Brief

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Parties

VB Football Assets

Petitioner

Blackpool Football Club (Properties) Limited (formerly Segesta Limited)

First Respondent

Owen Oyston

Second Respondent

Karl Oyston

Third Respondent

Blackpool Football Club Limited

Fourth Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 S.994 / Final Judgment

Legal Issues

  1. 1 Whether the affairs of Blackpool FC were conducted in a manner unfairly prejudicial to the interests of VB Football Assets as a member under s.994 Companies Act 2006
  2. 2 Whether substantial payments out of Blackpool FC were improper and for the benefit of the Oyston family
  3. 3 Whether VB Football Assets was excluded from management and information

Ratio Decidendi

The court found that the Oyston family, through Segesta and its control of Blackpool FC, conducted the affairs of Blackpool FC in a manner unfairly prejudicial to VB Football Assets by making substantial improper payments for personal benefit, excluding VB Football Assets from management and information, and altering the articles of association to its detriment. The court held that the conduct justified an order requiring the Oyston family to purchase VB Football Assets' shares at a fair value, rejecting the Respondents' arguments and declining to deny relief based on Mr. Belokon's conduct.

Court Disposition

Petition allowed

Orders

  • The Respondents are ordered to purchase VB Football Assets' shares in Blackpool FC at a fair value to be determined by the court.
  • Further directions to be given regarding valuation and implementation of the buyout.