Corran v Butters & Ors

Corran v Butters & Ors

Mr Corran was justifiably excluded from management due to his status as an undischarged bankrupt, and the Butters brothers’ actions in this regard were not unfairly prejudicial. Most post-exclusion conduct was not unfairly prejudicial, except for the payment of £64,000 in pension contributions to the Butters brothers without proper basis, which was unfairly prejudicial. Other complaints, including management charges, lease, debenture, and benefits to associated companies, were either agreed, remedied, or not shown to be unfairly prejudicial. The only relief appropriate was an order for the Butters brothers to repay the pension sums to Greendealexpress.

Parties
Petitioner: Colm Gerard Corran; First Respondent: Simon Victor Butters; Second Respondent: Mark Robert Butters; Third Respondent: Energy Express Limited; Fourth Respondent: Greendealexpress Limited; Fifth Respondent: Haus Living Limited
Jurisdiction
England and Wales
Judgment Date
14 September 2017
Procedural Posture
Unfair Prejudice Petition Under S.994 Companies Act 2006 / Judgment After Trial of Liability Issues
Outcome
Claim dismissed save for limited relief
Legal Topics
Unfair Prejudice, Directors' Duties, Shareholder Remedies, Quasi Partnership, Bankruptcy and Company Management, Minority Shareholder Rights
Company Law Equity Unfair Prejudice Directors' Duties Shareholder Remedies Quasi Partnership Bankruptcy and Company Management Minority Shareholder Rights

Case Brief

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Parties

Colm Gerard Corran

Petitioner

Simon Victor Butters

First Respondent

Mark Robert Butters

Second Respondent

Energy Express Limited

Third Respondent

Greendealexpress Limited

Fourth Respondent

Haus Living Limited

Fifth Respondent

Procedural Posture

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

Legal Issues

  1. 1 Whether the exclusion of Mr Corran from management was unfairly prejudicial under s.994 Companies Act 2006
  2. 2 Whether post-exclusion conduct by the Butters brothers was unfairly prejudicial
  3. 3 Whether payments of management charges and pension contributions were proper

Ratio Decidendi

Mr Corran was justifiably excluded from management due to his status as an undischarged bankrupt, and the Butters brothers’ actions in this regard were not unfairly prejudicial. Most post-exclusion conduct was not unfairly prejudicial, except for the payment of £64,000 in pension contributions to the Butters brothers without proper basis, which was unfairly prejudicial. Other complaints, including management charges, lease, debenture, and benefits to associated companies, were either agreed, remedied, or not shown to be unfairly prejudicial. The only relief appropriate was an order for the Butters brothers to repay the pension sums to Greendealexpress.

Court Disposition

Claim dismissed save for limited relief

Orders

  • The Butters brothers are ordered to repay £32,000 each to Greendealexpress, representing pension contributions, together with interest.