Williams v Williams & Ors

Williams v Williams & Ors

The transfers of Plas Llanfaglan and Tyddyn Alys from the Company to NewCo by Emrys and Dewi were carried out without Ifan's knowledge or authority, in breach of directors' duties, and without a concluded agreement or proper resolution. This conduct was objectively unfairly prejudicial to Ifan's interests as a member. The transfer of £95,000 was not unfairly prejudicial as it was part of the practical division of the business and Ifan was aware of it.

Parties
Petitioner: Ifan Rhys Williams; First Respondent: Emrys Rhys Williams; Second Respondent: Dewi Rhys Williams; Third Respondent: Rhys Williams (Bangor) Limited
Jurisdiction
England and Wales
Judgment Date
08 October 2020
Procedural Posture
Petition Under Section 994 of the Companies Act 2006 / Judgment After Trial of Unfair Prejudice Issue
Outcome
Petition upheld in part; finding of unfair prejudice against Emrys and Dewi Rhys Williams for unauthorised transfer of company land to NewCo. No finding of unfair prejudice regarding the £95,000 transfer.
Legal Topics
Unfair Prejudice, Directors' Duties, Quasi Partnership, De Merger, Misappropriation of Assets
Company Law Equity Unfair Prejudice Directors' Duties Quasi Partnership De Merger Misappropriation of Assets

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Parties

Ifan Rhys Williams

Petitioner

Emrys Rhys Williams

First Respondent

Dewi Rhys Williams

Second Respondent

Rhys Williams (Bangor) Limited

Third Respondent

Procedural Posture

Petition Under Section 994 of the Companies Act 2006 / Judgment After Trial of Unfair Prejudice Issue

Legal Issues

  1. 1 Whether Emrys and Dewi Rhys Williams conducted the affairs of Rhys Williams (Bangor) Limited in a manner unfairly prejudicial to Ifan Rhys Williams as a member by transferring company assets without authority
  2. 2 Whether the transfer of £95,000 from the Company to NewCo was unfairly prejudicial

Ratio Decidendi

The transfers of Plas Llanfaglan and Tyddyn Alys from the Company to NewCo by Emrys and Dewi were carried out without Ifan's knowledge or authority, in breach of directors' duties, and without a concluded agreement or proper resolution. This conduct was objectively unfairly prejudicial to Ifan's interests as a member. The transfer of £95,000 was not unfairly prejudicial as it was part of the practical division of the business and Ifan was aware of it.

Court Disposition

Petition upheld in part; finding of unfair prejudice against Emrys and Dewi Rhys Williams for unauthorised transfer of company land to NewCo. No finding of unfair prejudice regarding the £95,000 transfer.

Orders

  • Form of order to be determined after hearing counsel; likely order to set aside transfers of Plas Llanfaglan and Tyddyn Alys to NewCo and to regularise company affairs.