George v McCarthy & Anor

George v McCarthy & Anor

The company was not a quasi-partnership; the conduct complained of did not amount to unfair prejudice under section 994 Companies Act 2006, as the relationship and rights were governed by the Shareholders' Agreement and Articles, and no evidence of mismanagement or objective unfairness was established.

Parties
Petitioner: Richard George; First Respondent: Robert McCarthy; Second Respondent: Goss Interactive Limited
Jurisdiction
England and Wales
Judgment Date
05 November 2019
Procedural Posture
Unfair Prejudice Petition / Final Judgment
Outcome
Petition dismissed; costs awarded against petitioner.
Legal Topics
Unfair Prejudice, Quasi Partnership, Shareholder Rights, Valuation of Shares, Minority Discount, Directors' Duties, Dividends, Shareholders' Agreement
Company Law Equity Unfair Prejudice Quasi Partnership Shareholder Rights Valuation of Shares Minority Discount Directors' Duties +2 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 9 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Parties

Richard George

Petitioner

Robert McCarthy

First Respondent

Goss Interactive Limited

Second Respondent

Procedural Posture

Unfair Prejudice Petition / Final Judgment

Legal Issues

  1. 1 Whether the company was a quasi-partnership
  2. 2 Whether conduct amounted to unfair prejudice under section 994 Companies Act 2006
  3. 3 Whether there was mismanagement justifying relief

Ratio Decidendi

The company was not a quasi-partnership; the conduct complained of did not amount to unfair prejudice under section 994 Companies Act 2006, as the relationship and rights were governed by the Shareholders' Agreement and Articles, and no evidence of mismanagement or objective unfairness was established.

Court Disposition

Petition dismissed; costs awarded against petitioner.

Orders

  • Petitioner to pay First Respondent's costs on the standard basis.
  • Interim payment of £216,000 plus VAT ordered.