Goodchild v Taylor & Anor [2018] EWHC 2946 (Ch) (20 July 2018)

Goodchild v Taylor & Anor [2018] EWHC 2946 (Ch) (20 July 2018)

The breakdown in relations between the petitioner and first respondent led to deadlock and conduct that was unfairly prejudicial to the petitioner's interests. The court finds that the petitioner is entitled to relief under s.994 and orders the purchase of the first respondent's shares at fair value, as assessed by the single joint expert. The court also addresses the treatment of the directors' loan accounts and financial arrangements.

Citation
[2018] EWHC 2946 (Ch)
Parties
Petitioner: Lee Goodchild; First Respondent: Scott Taylor; Second Respondent: Taylor Goodchild Limited
Jurisdiction
England and Wales
Judgment Date
20 July 2018
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 S.994 / Trial Judgment
Outcome
Petition upheld; order for purchase of first respondent's shares at fair value.
Legal Topics
Unfair Prejudice, Shareholder Disputes, Directors' Duties, Remedies Under Companies Act 2006
Company Law Unfair Prejudice Shareholder Disputes Directors' Duties Remedies Under Companies Act 2006

Case Brief

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Parties

Lee Goodchild

Petitioner

Scott Taylor

First Respondent

Taylor Goodchild Limited

Second Respondent

Procedural Posture

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

Legal Issues

  1. 1 Whether the affairs of Taylor Goodchild Limited were conducted in a manner unfairly prejudicial to the petitioner's interests as shareholder
  2. 2 Whether the petitioner is entitled to an order for purchase of the first respondent's shares at fair value
  3. 3 Treatment of directors' loan accounts and financial arrangements post-split

Ratio Decidendi

The breakdown in relations between the petitioner and first respondent led to deadlock and conduct that was unfairly prejudicial to the petitioner's interests. The court finds that the petitioner is entitled to relief under s.994 and orders the purchase of the first respondent's shares at fair value, as assessed by the single joint expert. The court also addresses the treatment of the directors' loan accounts and financial arrangements.

Court Disposition

Petition upheld; order for purchase of first respondent's shares at fair value.

Orders

  • Petitioner to purchase first respondent's 50% shareholding in Taylor Goodchild Limited at fair value as assessed by the single joint expert.
  • Further directions regarding treatment of directors' loan accounts and financial arrangements to be determined.