Willoughby v Cole & Anor (Re Simply Naturals Ltd - Companies Act 2006) [2024] EWHC 1410 (Ch) (04 July 2024)

Willoughby v Cole & Anor (Re Simply Naturals Ltd - Companies Act 2006) [2024] EWHC 1410 (Ch) (04 July 2024)

The paragraphs of the Defence challenged by the Petitioner do not individually constitute an 'issue' for summary judgment under CPR 24.2, but are factual and legal matters relevant to the Respondents' justification defence. The Old Allegations, while historic, are not so irrelevant or incapable of proof as to warrant summary disposal or strike out at this stage. The Defence, though lacking in some particulars, discloses reasonable grounds for defending the Petition and the matters are best determined at trial. The applications for strike out and/or summary judgment are refused.

Citation
[2024] EWHC 1410 (Ch)
Parties
Petitioner: Peter Charles Willoughby; First Respondent: Eric Martin Cole; Second Respondent: David James Evans
Jurisdiction
England and Wales
Judgment Date
04 July 2024
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 S.994 / Interlocutory Application for Strike Out And/or Summary Judgment on Parts of Defence
Outcome
Applications for strike out and summary judgment refused
Legal Topics
Unfair Prejudice, Director Removal, Strike Out Applications, Summary Judgment, Shareholder Remedies
Company Law Civil Procedure Unfair Prejudice Director Removal Strike Out Applications Summary Judgment Shareholder Remedies

Case Brief

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Parties

Peter Charles Willoughby

Petitioner

Eric Martin Cole

First Respondent

David James Evans

Second Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 S.994 / Interlocutory Application for Strike Out And/or Summary Judgment on Parts of Defence

Legal Issues

  1. 1 Whether paragraphs 5c, 5h, 5i, 5j, 10c and 12 of the Defence should be struck out and/or summary judgment granted in respect of them
  2. 2 Whether the alleged misconduct of the Petitioner justifies his exclusion/removal as director without a fair offer for his shares
  3. 3 Whether historic allegations (the 'Old Allegations') are relevant to the justification for removal

Ratio Decidendi

The paragraphs of the Defence challenged by the Petitioner do not individually constitute an 'issue' for summary judgment under CPR 24.2, but are factual and legal matters relevant to the Respondents' justification defence. The Old Allegations, while historic, are not so irrelevant or incapable of proof as to warrant summary disposal or strike out at this stage. The Defence, though lacking in some particulars, discloses reasonable grounds for defending the Petition and the matters are best determined at trial. The applications for strike out and/or summary judgment are refused.

Court Disposition

Applications for strike out and summary judgment refused

Orders

  • The applications to strike out and/or for summary judgment on paragraphs 5c, 5h, 5i, 5j, 10c and 12 of the Defence are dismissed.
  • The proceedings will continue to trial on the pleaded issues.