Idrees Hashmi v Paul Lorimer-Wing & Ors

Idrees Hashmi v Paul Lorimer-Wing & Ors

The purported removal of Mr Hashmi as director was invalid due to failure to comply with the company's Articles and the Companies Act; the exclusion from management and information, and the attempt to acquire his shares at nominal value under 'bad leaver' provisions, was unfairly prejudicial to his interests as a member. The Consultancy Agreement was also terminated without proper notice or grounds. Mr Hashmi did not resign or abandon his duties. The conduct of Mr Lorimer-Wing was unfair and prejudicial under Section 994.

Parties
Petitioner: Idrees Hashmi; First Respondent: Paul Lorimer-Wing; Second Respondent: James Gilbert; Third Respondent: Fore Fitness Investments Holdings Limited
Jurisdiction
England and Wales
Judgment Date
11 September 2024
Procedural Posture
Company Petition (unfair Prejudice) / Judgment After Trial
Outcome
Petition allowed; unfair prejudice established. Relief to be determined at consequential hearing.
Legal Topics
Unfair Prejudice, Director Removal, Shareholder Rights, Bespoke and Model Articles, Investment Agreement, Bad Leaver Provisions
Company Law Unfair Prejudice Director Removal Shareholder Rights Bespoke and Model Articles Investment Agreement Bad Leaver Provisions

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Parties

Idrees Hashmi

Petitioner

Paul Lorimer-Wing

First Respondent

James Gilbert

Second Respondent

Fore Fitness Investments Holdings Limited

Third Respondent

Procedural Posture

Company Petition (unfair Prejudice) / Judgment After Trial

Legal Issues

  1. 1 Whether the removal of Mr Hashmi as director was valid under the company's constitution and the Companies Act 2006
  2. 2 Whether the exclusion of Mr Hashmi from management and company information was unfairly prejudicial
  3. 3 Whether the termination of the Consultancy Agreement was lawful

Ratio Decidendi

The purported removal of Mr Hashmi as director was invalid due to failure to comply with the company's Articles and the Companies Act; the exclusion from management and information, and the attempt to acquire his shares at nominal value under 'bad leaver' provisions, was unfairly prejudicial to his interests as a member. The Consultancy Agreement was also terminated without proper notice or grounds. Mr Hashmi did not resign or abandon his duties. The conduct of Mr Lorimer-Wing was unfair and prejudicial under Section 994.

Court Disposition

Petition allowed; unfair prejudice established. Relief to be determined at consequential hearing.