Brown & Anor v MML Capital Europe VI Equity II SA & Ors [2020] EWHC 23 (Ch) (22 January 2020)

Brown & Anor v MML Capital Europe VI Equity II SA & Ors [2020] EWHC 23 (Ch) (22 January 2020)

The 2 July 2019 email from PIE's solicitors constituted a legally binding contractual undertaking, supported by valuable consideration in the form of the Browns presenting the petition as requested and modifying its content. The threatened reconvening of disciplinary hearings would breach this undertaking. Even if not binding, interim injunctive relief would be appropriate under American Cyanamid principles because damages would be inadequate and the balance of convenience favours preserving the status quo, given the risk of irreparable harm to the Browns if dismissed and deemed Bad or Very Bad Leavers.

Citation
[2020] EWHC 23 (Ch)
Parties
Petitioner/applicant: David Brown; Petitioner/applicant: Alix Brown; First Respondent: MML Capital Europe VI Equity II SA; Second Respondent: R-Squared Holdco Limited; Third Respondent: R-Squared Bidco Limited; Fourth Respondent: Property Information Exchange Limited; Fifth Respondent: Alison Brown; Sixth Respondent (as Trustee): Alix Brown; Seventh Respondent (as Trustee): David Brown
Jurisdiction
England and Wales
Judgment Date
22 January 2020
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 S.994 and Application for Injunctive Relief / Application for Final Injunction And, in the Alternative, Interim Injunction
Outcome
Final injunction granted
Legal Topics
Unfair Prejudice, Injunctions, Shareholder Disputes, Contractual Undertakings, Interim Relief
Company Law Equity and Trusts Unfair Prejudice Injunctions Shareholder Disputes Contractual Undertakings Interim Relief

Case Brief

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Parties

David Brown

Petitioner/applicant

Alix Brown

Petitioner/applicant

MML Capital Europe VI Equity II SA

First Respondent

R-Squared Holdco Limited

Second Respondent

R-Squared Bidco Limited

Third Respondent

Property Information Exchange Limited

Fourth Respondent

Alison Brown

Fifth Respondent

Alix Brown

Sixth Respondent (as Trustee)

David Brown

Seventh Respondent (as Trustee)

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 S.994 and Application for Injunctive Relief / Application for Final Injunction And, in the Alternative, Interim Injunction

Legal Issues

  1. 1 Whether the 2 July 2019 email constituted a legally binding contractual undertaking to postpone disciplinary hearings
  2. 2 Whether an injunction should be granted to restrain disciplinary proceedings pending determination of the petition
  3. 3 Whether interim injunctive relief is appropriate under American Cyanamid principles

Ratio Decidendi

The 2 July 2019 email from PIE's solicitors constituted a legally binding contractual undertaking, supported by valuable consideration in the form of the Browns presenting the petition as requested and modifying its content. The threatened reconvening of disciplinary hearings would breach this undertaking. Even if not binding, interim injunctive relief would be appropriate under American Cyanamid principles because damages would be inadequate and the balance of convenience favours preserving the status quo, given the risk of irreparable harm to the Browns if dismissed and deemed Bad or Very Bad Leavers.

Court Disposition

Final injunction granted

Orders

  • PIE is prohibited from proceeding with the proposed disciplinary hearings against the Browns pending the final determination of the unfair prejudice petition.