Morgan v Morgan & Ors [2026] EWHC 384 (Ch) (26 February 2026)

Morgan v Morgan & Ors [2026] EWHC 384 (Ch) (26 February 2026)

The Active Respondents' conduct in excluding Richard Morgan from management, removing him as director and employee, and refusing to repay loans was unfairly prejudicial under s.994 Companies Act 2006. The loans made by Richard and Julie Morgan to SMS Farming Limited were repayable on demand. There was no agreement, express or implied, to share compensation for the HBOS frauds, and Jane Morgan's counterclaim fails. Richard and Julie Morgan were employees of the companies. Relief is granted for a buyout of Richard's shares at fair value, repayment of loans, and release from personal guarantees.

Citation
[2026] EWHC 384 (Ch)
Parties
Petitioner: Richard Stanley Morgan; First Respondent: Nigel James Morgan; Second Respondent: Colin Morgan; Third Respondent: Gareth Morgan; Fourth Respondent: Jane Elizabeth Morgan; Fifth Respondent: Leigh John Morgan; Sixth Respondent: SMS Farming Limited; Seventh Respondent: S Morgan & Sons Limited; Third Party: Julie Anne Morgan
Jurisdiction
England and Wales
Judgment Date
26 February 2026
Procedural Posture
Section 994 Companies Act 2006 Unfair Prejudice Petition and Counterclaim / Final Judgment After Trial
Outcome
Petition allowed; counterclaim dismissed
Legal Topics
Unfair Prejudice, Director Removal, Shareholder Rights, Repayment of Loans, Employment Status, Counterclaim for Unjust Enrichment, Share Valuation
Company Law Insolvency Contract Law Unfair Prejudice Director Removal Shareholder Rights Repayment of Loans Employment Status +2 more

Case Brief

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Parties

Richard Stanley Morgan

Petitioner

Nigel James Morgan

First Respondent

Colin Morgan

Second Respondent

Gareth Morgan

Third Respondent

Jane Elizabeth Morgan

Fourth Respondent

Leigh John Morgan

Fifth Respondent

SMS Farming Limited

Sixth Respondent

S Morgan & Sons Limited

Seventh Respondent

Julie Anne Morgan

Third Party

Procedural Posture

Section 994 Companies Act 2006 Unfair Prejudice Petition and Counterclaim / Final Judgment After Trial

Legal Issues

  1. 1 Whether the conduct of the Active Respondents was unfairly prejudicial to the Petitioner under s.994 Companies Act 2006
  2. 2 Whether loans made by Richard and Julie Morgan to SMS Farming Limited were repayable on demand
  3. 3 Whether there was an agreement to share compensation for HBOS frauds

Ratio Decidendi

The Active Respondents' conduct in excluding Richard Morgan from management, removing him as director and employee, and refusing to repay loans was unfairly prejudicial under s.994 Companies Act 2006. The loans made by Richard and Julie Morgan to SMS Farming Limited were repayable on demand. There was no agreement, express or implied, to share compensation for the HBOS frauds, and Jane Morgan's counterclaim fails. Richard and Julie Morgan were employees of the companies. Relief is granted for a buyout of Richard's shares at fair value, repayment of loans, and release from personal guarantees.

Court Disposition

Petition allowed; counterclaim dismissed

Orders

  • Active Respondents to purchase Richard Morgan's shares at fair value to be determined by expert valuation
  • SMS Farming Limited to repay loans made by Richard and Julie Morgan, amounting to £1,863,860, forthwith