Queensgate Place Ltd v Solid Star Ltd & Ors (No.2) (Rev1) [2024] EWHC 1816 (Ch) (17 July 2024)

Queensgate Place Ltd v Solid Star Ltd & Ors (No.2) (Rev1) [2024] EWHC 1816 (Ch) (17 July 2024)

The appropriate remedy is a buy-out of QPL's shares in SSL by Prakash, Viking and Minesh, valued at the loss QPL would have received absent unfair prejudice, with liability apportioned according to involvement. Limitation arguments do not bar relief but are considered in remedy formulation. Interest is awarded at 1% above Bank of England base rate from valuation date.

Citation
[2024] EWHC 1816 (Ch)
Parties
Petitioner: Queensgate Place Limited; First Respondent: Solid Star Limited (in liquidation); Second Respondent: Viking World Investments SA; Third Respondent: Prakash Bhundia; Fourth Respondent: Minesh Bhundia; Fifth Respondent: Property X1 Limited
Jurisdiction
England and Wales
Judgment Date
17 July 2024
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 / Remedies Judgment Following Prior Liability Judgment
Outcome
Buy-out order granted; respondents to purchase QPL's shares in SSL at determined valuation with apportioned liability.
Legal Topics
Unfair Prejudice, Remedies, Shareholder Disputes, Director Duties, Valuation of Shares, Limitation Period
Company Law Insolvency Law Unfair Prejudice Remedies Shareholder Disputes Director Duties Valuation of Shares Limitation Period

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Parties

Queensgate Place Limited

Petitioner

Solid Star Limited (in liquidation)

First Respondent

Viking World Investments SA

Second Respondent

Prakash Bhundia

Third Respondent

Minesh Bhundia

Fourth Respondent

Property X1 Limited

Fifth Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 / Remedies Judgment Following Prior Liability Judgment

Legal Issues

  1. 1 Appropriate remedy for unfair prejudice under Companies Act 2006 s.996
  2. 2 Valuation of shares in insolvent company
  3. 3 Apportionment of liability among respondents

Ratio Decidendi

The appropriate remedy is a buy-out of QPL's shares in SSL by Prakash, Viking and Minesh, valued at the loss QPL would have received absent unfair prejudice, with liability apportioned according to involvement. Limitation arguments do not bar relief but are considered in remedy formulation. Interest is awarded at 1% above Bank of England base rate from valuation date.

Court Disposition

Buy-out order granted; respondents to purchase QPL's shares in SSL at determined valuation with apportioned liability.

Orders

  • Prakash, Viking and Minesh to purchase QPL's shares in SSL for £7,081,468 plus simple interest at 1% above Bank of England base rate from 29 October 2020 to date of order, less any sums received by QPL from SSL's liquidation.
  • Liability apportioned: Prakash, Viking and Minesh jointly and severally liable for 45.7%; Prakash and Viking jointly and severally liable for remaining 54.3%.