Olivier v McCaughran [2025] EWHC 3308 (Ch) (15 December 2025)

Olivier v McCaughran [2025] EWHC 3308 (Ch) (15 December 2025)

The petitioner was neither a member nor entitled to be a member of the company; there was no enforceable agreement or legitimate expectation entitling him to shares; therefore, he lacked standing to bring a petition under s.994 Companies Act 2006 and the petition must be dismissed.

Citation
[2025] EWHC 3308 (Ch)
Parties
Petitioner: James Borg Olivier; First Respondent: Lord Alfred McCaughran; Second Respondent: Terence Stockton; Third Respondent: Sullstan Beverages Limited; Fourth Respondent: Bubbles Champagne Bar Limited
Jurisdiction
England and Wales
Judgment Date
15 December 2025
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 S.994 / Trial Judgment
Outcome
Petition dismissed
Legal Topics
Unfair Prejudice, Shareholder Rights, Standing to Petition, Quasi Partnership, Rectification of Register
Company Law Equity Unfair Prejudice Shareholder Rights Standing to Petition Quasi Partnership Rectification of Register

Case Brief

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Parties

James Borg Olivier

Petitioner

Lord Alfred McCaughran

First Respondent

Terence Stockton

Second Respondent

Sullstan Beverages Limited

Third Respondent

Bubbles Champagne Bar Limited

Fourth Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 S.994 / Trial Judgment

Legal Issues

  1. 1 Whether the petitioner is a member or entitled to be a member of the company for the purposes of s.994 Companies Act 2006
  2. 2 Whether there was an agreement entitling the petitioner to a beneficial interest in shares
  3. 3 Whether the conduct of the company's affairs was unfairly prejudicial to the petitioner

Ratio Decidendi

The petitioner was neither a member nor entitled to be a member of the company; there was no enforceable agreement or legitimate expectation entitling him to shares; therefore, he lacked standing to bring a petition under s.994 Companies Act 2006 and the petition must be dismissed.

Court Disposition

Petition dismissed