Worsley v Gould & Ors [2023] EWHC 3181 (Ch) (14 December 2023)

Worsley v Gould & Ors [2023] EWHC 3181 (Ch) (14 December 2023)

The Court must determine, on the balance of probabilities and primarily by reference to contemporaneous documents and inherent probabilities, whether there was an agreement for the full transfer of GML's business and assets to Drop The Hammer Limited and cessation of GML's trading, and whether the conduct of Mr Gould (and Mrs Gould) amounted to unfair prejudice under s.994 CA 2006. The trial is limited to liability; remedy is reserved.

Citation
[2023] EWHC 3181 (Ch)
Parties
Petitioner: Neil Worsley; First Respondent: Benjamin Gould; Second Respondent: Gas Monkey Limited; Third Respondent: Drop The Hammer Limited; Fourth Respondent: Laura Gould
Jurisdiction
England and Wales
Judgment Date
14 December 2023
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 S.994 / Liability Trial (split Trial; Remedy Reserved)
Outcome
Liability only determined; remedy reserved for further trial.
Legal Topics
Unfair Prejudice, Director Duties, Joint Venture Disputes, Shareholder Remedies, Breach of Fiduciary Duty, Equitable Compensation
Company Law Insolvency Law Unfair Prejudice Director Duties Joint Venture Disputes Shareholder Remedies Breach of Fiduciary Duty Equitable Compensation

Case Brief

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Parties

Neil Worsley

Petitioner

Benjamin Gould

First Respondent

Gas Monkey Limited

Second Respondent

Drop The Hammer Limited

Third Respondent

Laura Gould

Fourth Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 S.994 / Liability Trial (split Trial; Remedy Reserved)

Legal Issues

  1. 1 Whether the affairs of Drop The Hammer Limited were conducted in a manner unfairly prejudicial to Neil Worsley as a member
  2. 2 Whether there was an agreement that all business and assets of Gas Monkey Limited would be transferred to Drop The Hammer Limited and GML would cease trading
  3. 3 Whether Benjamin Gould breached director duties by misapplying assets and competing with the Company

Ratio Decidendi

The Court must determine, on the balance of probabilities and primarily by reference to contemporaneous documents and inherent probabilities, whether there was an agreement for the full transfer of GML's business and assets to Drop The Hammer Limited and cessation of GML's trading, and whether the conduct of Mr Gould (and Mrs Gould) amounted to unfair prejudice under s.994 CA 2006. The trial is limited to liability; remedy is reserved.

Court Disposition

Liability only determined; remedy reserved for further trial.