Gill v Gill & Ors (Re Micrologic Property Holdings Ltd - Insolvency Act 1986 - Companies Act 2006) [2024] EWHC 2876 (Ch) (15 November 2024)

Gill v Gill & Ors (Re Micrologic Property Holdings Ltd - Insolvency Act 1986 - Companies Act 2006) [2024] EWHC 2876 (Ch) (15 November 2024)

The removal of Jack as director was a breach of the quasi-partnership agreement and the company's articles, causing substantial unfair prejudice. The appropriate remedy is a buy-out of his shares at full value, not winding-up, as the parties are not deadlocked and a buy-out is reasonable and proportionate.

Citation
[2024] EWHC 2876 (Ch)
Parties
Petitioner: Jagjit Singh Gill; First Respondent: Amarjeet Singh Gill; Second Respondent: Tarlochan Singh Gill; Third Respondent: Micrologic Property Holdings Limited
Jurisdiction
England and Wales
Judgment Date
15 November 2024
Procedural Posture
Petition for Unfair Prejudice and Just and Equitable Winding Up / Final Judgment After Trial
Outcome
Petition granted for unfair prejudice; winding-up refused; buy-out order made.
Legal Topics
Unfair Prejudice, Quasi Partnership, Director Removal, Shareholder Remedies, Just and Equitable Winding Up
Company Law Insolvency Law Unfair Prejudice Quasi Partnership Director Removal Shareholder Remedies Just and Equitable Winding Up

Case Brief

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Parties

Jagjit Singh Gill

Petitioner

Amarjeet Singh Gill

First Respondent

Tarlochan Singh Gill

Second Respondent

Micrologic Property Holdings Limited

Third Respondent

Procedural Posture

Petition for Unfair Prejudice and Just and Equitable Winding Up / Final Judgment After Trial

Legal Issues

  1. 1 Whether the removal of the petitioner as director was unfairly prejudicial under s.994 Companies Act 2006
  2. 2 Whether the company operated as a quasi-partnership
  3. 3 Whether winding-up or buy-out is the appropriate remedy

Ratio Decidendi

The removal of Jack as director was a breach of the quasi-partnership agreement and the company's articles, causing substantial unfair prejudice. The appropriate remedy is a buy-out of his shares at full value, not winding-up, as the parties are not deadlocked and a buy-out is reasonable and proportionate.

Court Disposition

Petition granted for unfair prejudice; winding-up refused; buy-out order made.

Orders

  • Sam and Rick to purchase Jack's entire shareholding at full going-concern value as determined by expert valuation dated 29 March 2022.
  • Specific terms of buy-out to be addressed at consequentials hearing.