Dinglis v Dinglis & Ors [2020] EWHC 1363 (Ch) (01 June 2020)

Dinglis v Dinglis & Ors [2020] EWHC 1363 (Ch) (01 June 2020)

The final order fixing the valuation date for the petitioner's shares cannot be varied to allow adjustment for events occurring after that date, including the impact of the COVID-19 pandemic, as the risk of post-valuation date fluctuations was inherent and assumed by the parties, and finality in litigation must be preserved.

Citation
[2020] EWHC 1363 (Ch)
Parties
Petitioner: Paul Andrew Dinglis; First Respondent: Andreas Dinglis; Second Respondent: Master Holdings Group Limited; Third Respondent: Dinglis Properties Limited
Jurisdiction
England and Wales
Judgment Date
01 June 2020
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 / Application to Vary Final Order Regarding Valuation Date for Share Purchase
Outcome
Application dismissed
Legal Topics
Unfair Prejudice, Share Valuation, Variation of Court Orders, Finality in Litigation, COVID 19 Impact on Business Valuation
Company Law Insolvency Law Unfair Prejudice Share Valuation Variation of Court Orders Finality in Litigation COVID 19 Impact on Business Valuation

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Parties

Paul Andrew Dinglis

Petitioner

Andreas Dinglis

First Respondent

Master Holdings Group Limited

Second Respondent

Dinglis Properties Limited

Third Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 / Application to Vary Final Order Regarding Valuation Date for Share Purchase

Legal Issues

  1. 1 Whether the final order fixing the valuation date for the petitioner's shares can be varied to allow downward adjustment for COVID-19 impacts occurring after the valuation date
  2. 2 Whether the court's discretion under section 996 Companies Act 2006 or CPR 3.1(7) allows such variation or adjustment

Ratio Decidendi

The final order fixing the valuation date for the petitioner's shares cannot be varied to allow adjustment for events occurring after that date, including the impact of the COVID-19 pandemic, as the risk of post-valuation date fluctuations was inherent and assumed by the parties, and finality in litigation must be preserved.

Court Disposition

Application dismissed

Orders

  • Respondents' application to vary the order to allow downward adjustment for COVID-19 impacts is refused.