Zedra Trust Company (Jersey) Ltd v The Hut Group Ltd & Ors [2020] EWHC 5 (Ch) (17 January 2020)

Zedra Trust Company (Jersey) Ltd v The Hut Group Ltd & Ors [2020] EWHC 5 (Ch) (17 January 2020)

The petition is not a concealed derivative claim but a properly constituted unfair prejudice petition. The relief sought, including compensation orders, is within the scope of s.996 and does not offend the reflective loss principle, as the alleged loss is unique to the petitioner. Allegations of bad faith are sufficiently particularised to proceed. The application to strike out the petition or parts thereof is refused.

Citation
[2020] EWHC 5 (Ch)
Parties
Petitioner: Zedra Trust Company (Jersey) Limited; Respondents: The Hut Group Limited & Others
Jurisdiction
England and Wales
Judgment Date
17 January 2020
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 S.994 / Application to Strike Out Petition or Parts Thereof
Outcome
Application to strike out petition or parts thereof refused.
Legal Topics
Unfair Prejudice, Derivative Claims, Reflective Loss, Directors' Duties, Shareholder Rights, Company Articles, Information Obligations
Company Law Insolvency Law Unfair Prejudice Derivative Claims Reflective Loss Directors' Duties Shareholder Rights Company Articles +1 more

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Parties

Zedra Trust Company (Jersey) Limited

Petitioner

The Hut Group Limited & Others

Respondents

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 S.994 / Application to Strike Out Petition or Parts Thereof

Legal Issues

  1. 1 Whether the petition is in substance a derivative claim and thus an abuse of process
  2. 2 Whether parts of the petition seek impermissible reflective loss
  3. 3 Whether allegations of bad faith and improper purpose are adequately particularised

Ratio Decidendi

The petition is not a concealed derivative claim but a properly constituted unfair prejudice petition. The relief sought, including compensation orders, is within the scope of s.996 and does not offend the reflective loss principle, as the alleged loss is unique to the petitioner. Allegations of bad faith are sufficiently particularised to proceed. The application to strike out the petition or parts thereof is refused.

Court Disposition

Application to strike out petition or parts thereof refused.

Orders

  • Petition not struck out; proceedings to continue.
  • Respondents granted permission to serve a Rejoinder.