Allmark v Burnham & Anor

Allmark v Burnham & Anor

Mr Burnham's conduct in excluding Mr Allmark from management, failing to provide information, misappropriating assets, and mismanaging DSL's affairs constituted unfair prejudice. Relief is granted by ordering Mr Burnham to purchase Mr Allmark's shares at fair value, repay director's loan with interest, indemnify for guarantees, and take steps for release from guarantees.

Parties
Petitioner: Albert Joseph Frank Allmark; First Respondent: Ervel Curt Burnham; Second Respondent: Distinct Services Limited
Jurisdiction
England and Wales
Judgment Date
30 November 2005
Procedural Posture
Petition Under Companies Act for Unfair Prejudice / Final Judgment
Outcome
Unfair prejudice proved; relief granted
Legal Topics
Unfair Prejudice, Shareholder Disputes, Directors' Duties, Valuation of Shares, Remedies for Minority Shareholders
Company Law Unfair Prejudice Shareholder Disputes Directors' Duties Valuation of Shares Remedies for Minority Shareholders

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Parties

Albert Joseph Frank Allmark

Petitioner

Ervel Curt Burnham

First Respondent

Distinct Services Limited

Second Respondent

Procedural Posture

Petition Under Companies Act for Unfair Prejudice / Final Judgment

Legal Issues

  1. 1 Whether conduct of DSL's affairs was unfairly prejudicial to Mr Allmark
  2. 2 Whether Mr Burnham misappropriated company assets
  3. 3 Whether Mr Allmark was excluded from management

Ratio Decidendi

Mr Burnham's conduct in excluding Mr Allmark from management, failing to provide information, misappropriating assets, and mismanaging DSL's affairs constituted unfair prejudice. Relief is granted by ordering Mr Burnham to purchase Mr Allmark's shares at fair value, repay director's loan with interest, indemnify for guarantees, and take steps for release from guarantees.

Court Disposition

Unfair prejudice proved; relief granted

Orders

  • Mr Burnham to purchase Mr Allmark's 36 shares in DSL at £30,500
  • Mr Burnham jointly and severally liable with DSL to repay £65,000 director's loan plus £11,916.52 interest (total £76,916.52) to Mr Allmark, with interest accruing at £17.80 per day from 1 December 2005