Amanda Ann Davies v Patrick Michael O'Keeffe & Ors.

Amanda Ann Davies v Patrick Michael O'Keeffe & Ors.

Mr O’Keeffe’s conduct in excluding Ms Davies from management, failing to consult or inform her about fundamental company decisions, and misusing company assets for personal benefit constituted unfairly prejudicial conduct under section 994 of the Companies Act 2006. The appropriate remedy is an order that Mr O’Keeffe purchase Ms Davies’s shares in Greenfrost and PMO at a fair value determined by the court, with adjustments as set out in the judgment.

Parties
Petitioner: Amanda Ann Davies; First Respondent: Patrick Michael O’Keeffe; Second Respondent: Greenfrost Limited; Third Respondent: PMO Property Limited
Jurisdiction
England and Wales
Judgment Date
06 January 2023
Procedural Posture
Petition Under Companies Act 2006 Section 994 (unfair Prejudice) / Judgment After Trial
Outcome
Petition allowed. Order for buy-out of Ms Davies’s shares by Mr O’Keeffe at values determined by the court.
Legal Topics
Unfair Prejudice, Quasi Partnership, Director's Duties, Exclusion From Management, Misuse of Company Assets, Share Valuation, Remedies Under Companies Act 2006
Company Law Equity Unfair Prejudice Quasi Partnership Director's Duties Exclusion From Management Misuse of Company Assets Share Valuation +1 more

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Parties

Amanda Ann Davies

Petitioner

Patrick Michael O’Keeffe

First Respondent

Greenfrost Limited

Second Respondent

PMO Property Limited

Third Respondent

Procedural Posture

Petition Under Companies Act 2006 Section 994 (unfair Prejudice) / Judgment After Trial

Legal Issues

  1. 1 Whether the affairs of Greenfrost Limited and PMO Property Limited were conducted in a manner unfairly prejudicial to Ms Davies under section 994 of the Companies Act 2006
  2. 2 Whether Mr O’Keeffe excluded Ms Davies from management and misused company assets
  3. 3 Appropriate relief and share valuation methodology

Ratio Decidendi

Mr O’Keeffe’s conduct in excluding Ms Davies from management, failing to consult or inform her about fundamental company decisions, and misusing company assets for personal benefit constituted unfairly prejudicial conduct under section 994 of the Companies Act 2006. The appropriate remedy is an order that Mr O’Keeffe purchase Ms Davies’s shares in Greenfrost and PMO at a fair value determined by the court, with adjustments as set out in the judgment.

Court Disposition

Petition allowed. Order for buy-out of Ms Davies’s shares by Mr O’Keeffe at values determined by the court.

Orders

  • Mr O’Keeffe to purchase Ms Davies’s share in Greenfrost Limited for £787,780.67.
  • Mr O’Keeffe to purchase Ms Davies’s share in PMO Property Limited for £66,112.