Taylor v Taylor & Anor (Re Jamett Properties Ltd) [2026] EWHC 106 (Ch) (29 January 2026)

Taylor v Taylor & Anor (Re Jamett Properties Ltd) [2026] EWHC 106 (Ch) (29 January 2026)

The court found that from 2002 until 2013, the company was operated as a quasi-partnership between the petitioner and first respondent, with an agreement for joint management. The first respondent's exclusion of the petitioner from management, denial of information, improper removal as director, and misapplication of company assets for the benefit of himself and his associated companies, without regard to the company's interests, constituted conduct that was both prejudicial and unfair to the petitioner's interests as a member under s.994 Companies Act 2006.

Citation
[2026] EWHC 106 (Ch)
Parties
Petitioner: Joseph Mark Taylor; First Respondent: James Lee Taylor; Second Respondent: Jamett Properties Limited
Jurisdiction
England and Wales
Judgment Date
29 January 2026
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 S.994 / Liability Trial Judgment
Outcome
Petition succeeds on liability; relief to be determined at a separate hearing.
Legal Topics
Unfair Prejudice, Quasi Partnership, Minority Shareholder Rights, Directors' Duties, Exclusion From Management, Misapplication of Company Assets
Company Law Equity Unfair Prejudice Quasi Partnership Minority Shareholder Rights Directors' Duties Exclusion From Management Misapplication of Company Assets

Case Brief

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Parties

Joseph Mark Taylor

Petitioner

James Lee Taylor

First Respondent

Jamett Properties Limited

Second Respondent

Procedural Posture

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

Legal Issues

  1. 1 Whether the affairs of Jamett Properties Limited have been conducted in a manner unfairly prejudicial to the interests of the petitioner as a member under s.994 Companies Act 2006
  2. 2 Whether there existed a quasi-partnership between the petitioner and first respondent
  3. 3 Whether the petitioner was improperly excluded from management and denied information

Ratio Decidendi

The court found that from 2002 until 2013, the company was operated as a quasi-partnership between the petitioner and first respondent, with an agreement for joint management. The first respondent's exclusion of the petitioner from management, denial of information, improper removal as director, and misapplication of company assets for the benefit of himself and his associated companies, without regard to the company's interests, constituted conduct that was both prejudicial and unfair to the petitioner's interests as a member under s.994 Companies Act 2006.

Court Disposition

Petition succeeds on liability; relief to be determined at a separate hearing.

Orders

  • Declaration that the affairs of Jamett Properties Limited have been conducted in a manner unfairly prejudicial to the interests of the petitioner as a member under s.994 Companies Act 2006
  • Directions for a further hearing to determine appropriate relief