Smith v Smith & Anor [2022] EWHC 1035 (Ch) (06 May 2022)

Smith v Smith & Anor [2022] EWHC 1035 (Ch) (06 May 2022)

The company was operated as a quasi-partnership with mutual understandings regarding Tim's participation and succession; Joan's exclusion of Tim without offering to purchase his shares at fair value was unfairly prejudicial under Section 994 of the Companies Act 2006, warranting an order for Joan to purchase Tim's shares at a fair value without minority discount.

Citation
[2022] EWHC 1035 (Ch)
Parties
Petitioner: Timothy Smith; First Respondent: Joan Smith; Second Respondent: Clive Smith (Oxford) Limited
Jurisdiction
England and Wales
Judgment Date
06 May 2022
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 / Final Judgment
Outcome
Petition allowed; order for purchase of shares
Legal Topics
Unfair Prejudice, Quasi Partnership, Shareholder Rights, Director Removal, Share Valuation
Company Law Equity Unfair Prejudice Quasi Partnership Shareholder Rights Director Removal Share Valuation

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 7 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Timothy Smith

Petitioner

Joan Smith

First Respondent

Clive Smith (Oxford) Limited

Second Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 / Final Judgment

Legal Issues

  1. 1 Whether the company was a quasi-partnership
  2. 2 Whether equitable restraints applied to Joan's exercise of majority rights
  3. 3 Whether Tim's exclusion without a fair offer for his shares was unfairly prejudicial

Ratio Decidendi

The company was operated as a quasi-partnership with mutual understandings regarding Tim's participation and succession; Joan's exclusion of Tim without offering to purchase his shares at fair value was unfairly prejudicial under Section 994 of the Companies Act 2006, warranting an order for Joan to purchase Tim's shares at a fair value without minority discount.

Court Disposition

Petition allowed; order for purchase of shares

Orders

  • Joan Smith to purchase Timothy Smith's 2,000 shares in Clive Smith (Oxford) Limited at a fair value without minority discount
  • Valuation to be determined by expert evidence if not agreed