Bridgen v Bridgen & Ors [2023] EWHC 3232 (Ch) (15 December 2023)

Bridgen v Bridgen & Ors [2023] EWHC 3232 (Ch) (15 December 2023)

Paul's conduct in causing PLC to enter into transactions with the Partnership, failing to disclose the nature and extent of the Partnership's interest, and causing PLC to bear costs for the benefit of the Partnership without proper reimbursement, was unfairly prejudicial to Andrew as a shareholder. The appropriate relief is to order a share purchase at a value reflecting the losses caused by the unfairly prejudicial conduct.

Citation
[2023] EWHC 3232 (Ch)
Parties
Petitioner: Andrew James Bridgen; First Respondent: Paul Julian Bridgen; Second Respondent: Peter John Ellis; Third Respondent: Derek William Tomkinson; Fourth Respondent: Alan William Bridgen; Fifth Respondent: Ann Bridgen; Sixth Respondent: JLT Trustees Limited; Respondent Company: AB Produce Trading Limited
Jurisdiction
England and Wales
Judgment Date
15 December 2023
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 S.994 / Remedies/relief Determination After Liability Judgment
Outcome
Order for share purchase with valuation adjustments; directions for further expert calculation of final share value; other claims dismissed
Legal Topics
Unfair Prejudice, Director Duties, Shareholder Remedies, Valuation of Shares, Corporate Governance
Company Law Insolvency Law Unfair Prejudice Director Duties Shareholder Remedies Valuation of Shares Corporate Governance

Case Brief

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Parties

Andrew James Bridgen

Petitioner

Paul Julian Bridgen

First Respondent

Peter John Ellis

Second Respondent

Derek William Tomkinson

Third Respondent

Alan William Bridgen

Fourth Respondent

Ann Bridgen

Fifth Respondent

JLT Trustees Limited

Sixth Respondent

AB Produce Trading Limited

Respondent Company

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 S.994 / Remedies/relief Determination After Liability Judgment

Legal Issues

  1. 1 What profits were made by the Partnership and losses incurred by PLC in relation to the specified transactions and resource use?
  2. 2 What relief should be granted for unfair prejudice found in the Liability Judgment?
  3. 3 What is the value of Andrew and Paul's shares in ABPT, with and without adjustment for losses?

Ratio Decidendi

Paul's conduct in causing PLC to enter into transactions with the Partnership, failing to disclose the nature and extent of the Partnership's interest, and causing PLC to bear costs for the benefit of the Partnership without proper reimbursement, was unfairly prejudicial to Andrew as a shareholder. The appropriate relief is to order a share purchase at a value reflecting the losses caused by the unfairly prejudicial conduct.

Court Disposition

Order for share purchase with valuation adjustments; directions for further expert calculation of final share value; other claims dismissed

Orders

  • Paul (or ABPT) to purchase Andrew's shares in ABPT at a value to be determined, adjusted for losses caused by unfairly prejudicial conduct as specified in the judgment.
  • Experts to recalculate the value of shares and losses in accordance with the court's findings.