Gu v Whibberley & Ors [2025] EWHC 1816 (Ch) (17 July 2025)

Gu v Whibberley & Ors [2025] EWHC 1816 (Ch) (17 July 2025)

The directors' conduct in paying pro-rated dividends to the petitioner for the period following his partial withdrawal from the company was not unfairly prejudicial, as it was consistent with the parties' understanding and the petitioner's expectations at the time. However, the company's deliberate failure to...

Source-derived case information.

Citation
[2025] EWHC 1816 (Ch)
Parties
Petitioner: Rui Gu; First Respondent: Simon Whibberley; Second Respondent: Russell Briggs; Third Respondent: Simon Shaw; Fourth Respondent: Christopher Harris; Fifth Respondent: Matthew Dootson; Sixth Respondent: Abigail Whibberley; Seventh Respondent: European Automation Projects Limited
Jurisdiction
England and Wales
Judgment Date
17 July 2025
Procedural Posture
Unfair Prejudice Petition (companies Act 2006 S.994) / Final Judgment After Trial
Outcome
Petition allowed in part
Legal Topics
Unfair Prejudice, Minority Shareholder Rights, Dividends, Shareholder Agreements, Director Duties, Exit Mechanisms
Company Law Equity Unfair Prejudice Minority Shareholder Rights Dividends Shareholder Agreements Director Duties Exit Mechanisms

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Summary, issues, holding and outcome

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Parties

Rui Gu

Petitioner

Simon Whibberley

First Respondent

Russell Briggs

Second Respondent

Simon Shaw

Third Respondent

Christopher Harris

Fourth Respondent

Matthew Dootson

Fifth Respondent

Abigail Whibberley

Sixth Respondent

European Automation Projects Limited

Seventh Respondent

Procedural Posture

Unfair Prejudice Petition (companies Act 2006 S.994) / Final Judgment After Trial

Legal Issues

  1. 1 Whether the directors' conduct in paying pro-rated dividends to the petitioner was unfairly prejudicial under s.994 Companies Act 2006
  2. 2 Whether failure to operate the exit mechanism for the petitioner's shares was unfairly prejudicial
  3. 3 Whether the petitioner is entitled to relief including a buy-out at fair value and/or damages

Ratio Decidendi

The directors' conduct in paying pro-rated dividends to the petitioner for the period following his partial withdrawal from the company was not unfairly prejudicial, as it was consistent with the parties' understanding and the petitioner's expectations at the time. However, the company's deliberate failure to operate the exit mechanism under the shareholder agreement after the petitioner's resignation was a clear breach of the agreed terms and amounted to unfairly prejudicial conduct under s.994 Companies Act 2006. The petitioner is entitled to an order for the purchase of his shares at fair value, determined without discount, and to payment of unpaid dividends for the period after his...

Court Disposition

Petition allowed in part

Orders

  • Order for the purchase of the petitioner's shares at fair value, determined by a single joint expert, without discount for minority holding.
  • Order for payment of unpaid dividends due to the petitioner after his resignation.