Andrew James Bridgen v Paul Julian Bridgen & Ors

Andrew James Bridgen v Paul Julian Bridgen & Ors

The appropriate remedy for the unfair prejudice found is an order that Andrew purchase Paul’s shares in ABPT at fair value, with a deduction for 44.4% of the quantified losses suffered by PLC as a result of Paul’s conduct. This achieves a clean break, is proportionate to the seriousness and duration of the unfair prejudice, and is not precluded by Andrew’s conduct, which is not sufficiently connected to the unfair prejudice. The value of Paul’s shares is to be determined by expert recalculation in accordance with the court’s findings, with an estimated value of £3,485,000 after adjustment.

Parties
Petitioner: Andrew James Bridgen; First Respondent: Paul Julian Bridgen; Second Respondent: Peter John Ellis; Third Respondent: Derek William Tomkinson; Fourth Respondent: Alan William Bridgen; Fifth Respondent: Ann Bridgen; Sixth Respondent: JLT Trustees Limited; Respondent Company: AB Produce Trading Limited
Jurisdiction
England and Wales
Judgment Date
11 October 2024
Procedural Posture
Company/shareholder Petition / Remedies Judgment After Liability Determination
Outcome
Order for purchase of shares (buyout)
Legal Topics
Unfair Prejudice, Shareholder Remedies, Director Duties, Valuation of Shares, Section 994 Companies Act 2006
Company Law Equity Unfair Prejudice Shareholder Remedies Director Duties Valuation of Shares Section 994 Companies Act 2006

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Parties

Andrew James Bridgen

Petitioner

Paul Julian Bridgen

First Respondent

Peter John Ellis

Second Respondent

Derek William Tomkinson

Third Respondent

Alan William Bridgen

Fourth Respondent

Ann Bridgen

Fifth Respondent

JLT Trustees Limited

Sixth Respondent

AB Produce Trading Limited

Respondent Company

Procedural Posture

Company/shareholder Petition / Remedies Judgment After Liability Determination

Legal Issues

  1. 1 What relief should be granted for unfair prejudice under Section 996 Companies Act 2006?
  2. 2 Should the petitioner’s conduct affect the remedy?
  3. 3 How should the value of shares be determined and adjusted for losses caused by unfair prejudice?

Ratio Decidendi

The appropriate remedy for the unfair prejudice found is an order that Andrew purchase Paul’s shares in ABPT at fair value, with a deduction for 44.4% of the quantified losses suffered by PLC as a result of Paul’s conduct. This achieves a clean break, is proportionate to the seriousness and duration of the unfair prejudice, and is not precluded by Andrew’s conduct, which is not sufficiently connected to the unfair prejudice. The value of Paul’s shares is to be determined by expert recalculation in accordance with the court’s findings, with an estimated value of £3,485,000 after adjustment.

Court Disposition

Order for purchase of shares (buyout)

Orders

  • Andrew to purchase Paul’s shares in ABPT at fair value, with a deduction for 44.4% of the losses suffered by PLC as determined by the court.
  • Andrew to offer to purchase the shares of Mr Ellis, Mr Tomkinson, and the SSAS in ABPT at fair value.