Magic Investments SA v Broadbent & Anor [2025] EWHC 1898 (Ch) (25 July 2025)

Magic Investments SA v Broadbent & Anor [2025] EWHC 1898 (Ch) (25 July 2025)

The appeal was dismissed because the Nomination Agreement conferred only a right to nominate, not appoint, a director; the obligations in the Subscription Agreement were 'good faith' and not enforceable as promises, and were superseded by the Deed of Release and new articles; and the share offer and loan conversion were non-discriminatory, with Magic having the same opportunity as other shareholders, so no unfair prejudice arose.

Citation
[2025] EWHC 1898 (Ch)
Parties
Appellant (petitioner Below): Magic Investments SA; Respondent Here and Below: Ralph Thierry Broadbent; Second Respondent Below: The Greater Good Fresh Brewing Co Limited
Jurisdiction
England and Wales
Judgment Date
25 July 2025
Procedural Posture
Appeal (chancery) / Appeal From Summary Judgment (reverse Summary Judgment)
Outcome
Appeal dismissed
Legal Topics
Unfair Prejudice, Shareholder Rights, Director Appointment, Share Dilution, Good Faith Obligations, Shareholders Agreement, Conversion of Debt to Equity
Company Law Equity Unfair Prejudice Shareholder Rights Director Appointment Share Dilution Good Faith Obligations Shareholders Agreement +1 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 2 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Magic Investments SA

Appellant (petitioner Below)

Ralph Thierry Broadbent

Respondent Here and Below

The Greater Good Fresh Brewing Co Limited

Second Respondent Below

Procedural Posture

Appeal (chancery) / Appeal From Summary Judgment (reverse Summary Judgment)

Legal Issues

  1. 1 Whether the refusal to permit nomination/appointment of a director by Magic constituted unfair prejudice under s.994 Companies Act 2006
  2. 2 Whether failure to amend the shareholders agreement as contemplated in the Subscription Agreement constituted unfair prejudice
  3. 3 Whether the conversion of Founder Loans into equity and the resulting dilution of Magic's shareholding constituted unfair prejudice

Ratio Decidendi

The appeal was dismissed because the Nomination Agreement conferred only a right to nominate, not appoint, a director; the obligations in the Subscription Agreement were 'good faith' and not enforceable as promises, and were superseded by the Deed of Release and new articles; and the share offer and loan conversion were non-discriminatory, with Magic having the same opportunity as other shareholders, so no unfair prejudice arose.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed in full, including Ground 4A
  • No permission to amend the petition granted