Griffiths v Griffiths & Ors [2023] EWHC 175 (Ch) (03 February 2023)

Griffiths v Griffiths & Ors [2023] EWHC 175 (Ch) (03 February 2023)

The petitions disclose a sufficient cause of action for unfair prejudice under s.994 Companies Act 2006, including the existence and breach of a quasi-partnership understanding and relevant acts or omissions of the companies. The challenged paragraphs are not to be struck out as they are relevant to the pleaded case and, where necessary, causally connected to the conduct of the companies' affairs. The petitions are not to be struck out in their entirety. Issues of delay, acquiescence, and the adequacy of an offer to purchase are not suitable for summary determination and must be considered at trial.

Citation
[2023] EWHC 175 (Ch)
Parties
Petitioner: Ms Joy Margaret Griffiths; First Respondent: Mr John Tudor Griffiths; Second Respondent: The Michael Griffiths Settlement (by its trustees Mr John Tudor Griffiths and Mr Stuart Haynes); Third Respondent: T G Builders Merchants Limited; Second Respondent: The WM Griffiths Family Settlement (by its trustees Mr William Griffiths and Mr Stuart Haynes); Third Respondent: Ellesmere Sand & Gravel Co. Limited
Jurisdiction
England and Wales
Judgment Date
03 February 2023
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 S.994 / Interlocutory Application for Strike Out or Summary Judgment
Outcome
Applications to strike out or for summary judgment dismissed; petitions not struck out in whole or in part at this stage.
Legal Topics
Unfair Prejudice, Quasi Partnership, Strike Out, Summary Judgment, Shareholder Disputes, Trusts and Trustees, Corporate Governance
Company Law Equity Unfair Prejudice Quasi Partnership Strike Out Summary Judgment Shareholder Disputes Trusts and Trustees +1 more

Case Brief

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Parties

Ms Joy Margaret Griffiths

Petitioner

Mr John Tudor Griffiths

First Respondent

The Michael Griffiths Settlement (by its trustees Mr John Tudor Griffiths and Mr Stuart Haynes)

Second Respondent

T G Builders Merchants Limited

Third Respondent

The WM Griffiths Family Settlement (by its trustees Mr William Griffiths and Mr Stuart Haynes)

Second Respondent

Ellesmere Sand & Gravel Co. Limited

Third Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 S.994 / Interlocutory Application for Strike Out or Summary Judgment

Legal Issues

  1. 1 Whether the petitions disclose a cause of action in unfair prejudice under s.994 Companies Act 2006
  2. 2 Whether certain paragraphs or the entirety of the petitions should be struck out or subject to summary judgment
  3. 3 Whether references to acts concerning other companies or trusts are permissible in the pleadings

Ratio Decidendi

The petitions disclose a sufficient cause of action for unfair prejudice under s.994 Companies Act 2006, including the existence and breach of a quasi-partnership understanding and relevant acts or omissions of the companies. The challenged paragraphs are not to be struck out as they are relevant to the pleaded case and, where necessary, causally connected to the conduct of the companies' affairs. The petitions are not to be struck out in their entirety. Issues of delay, acquiescence, and the adequacy of an offer to purchase are not suitable for summary determination and must be considered at trial.

Court Disposition

Applications to strike out or for summary judgment dismissed; petitions not struck out in whole or in part at this stage.

Orders

  • Petitions to proceed to trial.
  • Petitioner to consider amending the petitions to address technical pleading issues regarding the naming of trustees as parties.