Davies v O'Keeffe & Ors (Re Greenfrost Ltd & PMO Property Ltd) [2023] EWHC 5 (Ch) (06 January 2023)

Davies v O'Keeffe & Ors (Re Greenfrost Ltd & PMO Property Ltd) [2023] EWHC 5 (Ch) (06 January 2023)

Mr O'Keeffe's conduct in excluding Ms Davies from management, failing to inform or consult her on fundamental decisions, and misusing company assets constituted unfairly prejudicial conduct under s.994 Companies Act 2006. The appropriate remedy is an order requiring Mr O'Keeffe to buy out Ms Davies' shares at a fair value determined by expert evidence, with adjustments as set out in the judgment.

Citation
[2023] EWHC 5 (Ch)
Parties
Petitioner: Amanda Ann Davies; First Respondent: Patrick Michael O'Keeffe; Second Respondent: Greenfrost Limited; Third Respondent: PMO Property Limited
Jurisdiction
England and Wales
Judgment Date
06 January 2023
Procedural Posture
Petition Under Companies Act 2006 S.994 (unfair Prejudice) / Final Judgment After Trial
Outcome
Petition upheld. Order for buy-out of Ms Davies' shares by Mr O'Keeffe.
Legal Topics
Unfair Prejudice, Quasi Partnership, Exclusion From Management, Misuse of Company Assets, Share Valuation, Remedies Under Companies Act 2006 S.994
Company Law Equity Unfair Prejudice Quasi Partnership Exclusion From Management Misuse of Company Assets Share Valuation Remedies Under Companies Act 2006 S.994

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 14 Party arguments 2 Amounts and remedies 2
Sign in to unlock

Parties

Amanda Ann Davies

Petitioner

Patrick Michael O'Keeffe

First Respondent

Greenfrost Limited

Second Respondent

PMO Property Limited

Third Respondent

Procedural Posture

Petition Under Companies Act 2006 S.994 (unfair Prejudice) / Final Judgment After Trial

Legal Issues

  1. 1 Whether the affairs of Greenfrost Limited and PMO Property Limited were conducted in a manner unfairly prejudicial to Ms Davies under s.994 Companies Act 2006
  2. 2 Whether Mr O'Keeffe excluded Ms Davies from management and misused company assets
  3. 3 Appropriate relief and share valuation

Ratio Decidendi

Mr O'Keeffe's conduct in excluding Ms Davies from management, failing to inform or consult her on fundamental decisions, and misusing company assets constituted unfairly prejudicial conduct under s.994 Companies Act 2006. The appropriate remedy is an order requiring Mr O'Keeffe to buy out Ms Davies' shares at a fair value determined by expert evidence, with adjustments as set out in the judgment.

Court Disposition

Petition upheld. Order for buy-out of Ms Davies' shares by Mr O'Keeffe.

Orders

  • Mr O'Keeffe to purchase Ms Davies' share in Greenfrost Limited for £787,780.67.
  • Mr O'Keeffe to purchase Ms Davies' share in PMO Property Limited for £66,112.