Brown & Anor v MML Capital Europe VI Equity II SA & Ors

Brown & Anor v MML Capital Europe VI Equity II SA & Ors

The 2 July 2019 email from PIE's solicitors constituted a legally binding contractual undertaking, supported by consideration, to postpone disciplinary hearings against the Browns until determination of the unfair prejudice petition. The threatened reconvening of the hearings would breach this undertaking. Even if not binding, the Browns would be entitled to interim injunctive relief under American Cyanamid principles, as damages would be inadequate and the balance of convenience favours preserving the status quo.

Parties
Petitioner/applicant: David Brown; Petitioner/applicant: Alix Brown; First Respondent: MML Capital Europe VI Equity II SA; Second Respondent: R-Squared Holdco Limited; Third Respondent: R-Squared Bidco Limited; Fourth Respondent: Property Information Exchange Limited; Fifth Respondent: Alison Brown; Sixth Respondent (as Trustee): Alix Brown; Seventh Respondent (as Trustee): David Brown
Jurisdiction
England and Wales
Judgment Date
22 January 2020
Procedural Posture
Unfair Prejudice Petition (companies Act 2006, S.994) and Application for Injunctive Relief / Interlocutory Application for Final And/or Interim Injunction
Outcome
Final injunction granted (with alternative interim relief if primary finding is overturned)
Legal Topics
Unfair Prejudice, Interim and Final Injunctions, Contractual Undertakings, Shareholder Disputes, Leaver Provisions
Company Law Contract Law Civil Procedure Unfair Prejudice Interim and Final Injunctions Contractual Undertakings Shareholder Disputes Leaver Provisions

Case Brief

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Parties

David Brown

Petitioner/applicant

Alix Brown

Petitioner/applicant

MML Capital Europe VI Equity II SA

First Respondent

R-Squared Holdco Limited

Second Respondent

R-Squared Bidco Limited

Third Respondent

Property Information Exchange Limited

Fourth Respondent

Alison Brown

Fifth Respondent

Alix Brown

Sixth Respondent (as Trustee)

David Brown

Seventh Respondent (as Trustee)

Procedural Posture

Unfair Prejudice Petition (companies Act 2006, S.994) and Application for Injunctive Relief / Interlocutory Application for Final And/or Interim Injunction

Legal Issues

  1. 1 Whether the 2 July 2019 email constituted a legally binding contractual undertaking to postpone disciplinary hearings
  2. 2 Whether an injunction should be granted to restrain disciplinary proceedings pending determination of the unfair prejudice petition
  3. 3 Whether interim injunctive relief is appropriate under American Cyanamid principles

Ratio Decidendi

The 2 July 2019 email from PIE's solicitors constituted a legally binding contractual undertaking, supported by consideration, to postpone disciplinary hearings against the Browns until determination of the unfair prejudice petition. The threatened reconvening of the hearings would breach this undertaking. Even if not binding, the Browns would be entitled to interim injunctive relief under American Cyanamid principles, as damages would be inadequate and the balance of convenience favours preserving the status quo.

Court Disposition

Final injunction granted (with alternative interim relief if primary finding is overturned)

Orders

  • Pending final determination of the petition, PIE is prohibited from proceeding with the proposed disciplinary hearings against the Browns.
  • If the primary finding is overturned, interim injunctive relief is granted on American Cyanamid principles, subject to a cross-undertaking in damages from the Browns.