Richard Padun v Neil Dickinson & Anor

Richard Padun v Neil Dickinson & Anor

The petitions regarding the subsidiaries must be dismissed as the petitioner was not a member and no valid share transfer occurred. The petition regarding IMG is not struck out or dismissed because there is a compelling reason to allow further investigation and disclosure regarding share value and potential prejudice; the evidence does not establish that the shares had no value as at the relevant date, and the petitioner has a realistic prospect of establishing unfair prejudice subject to amendment and further directions.

Parties
Petitioner: Richard Padun; First Respondent: Neil Dickinson; Second Respondent: Interactive Media Group Limited (In Liquidation); Second Respondent: Philharmonic Audio Visual Limited (In Liquidation); Second Respondent: Arcstream Ltd (In Liquidation)
Jurisdiction
England and Wales
Judgment Date
02 April 2025
Procedural Posture
Unfair Prejudice Petitions Under Companies Act 2006 S.994 / Application to Strike Out And/or for Reverse Summary Judgment
Outcome
Petitions regarding Arcstream Ltd and Philharmonic Audio Visual Limited dismissed; IMG petition stayed for three months for further investigation and amendment; directions given for disclosure, amendment, and possible joinder of parties.
Legal Topics
Unfair Prejudice, Shareholder Remedies, Directors' Duties, Valuation of Shares, Creditors' Voluntary Liquidation, Rectification of Share Register
Company Law Insolvency Law Unfair Prejudice Shareholder Remedies Directors' Duties Valuation of Shares Creditors' Voluntary Liquidation Rectification of Share Register

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Parties

Richard Padun

Petitioner

Neil Dickinson

First Respondent

Interactive Media Group Limited (In Liquidation)

Second Respondent

Philharmonic Audio Visual Limited (In Liquidation)

Second Respondent

Arcstream Ltd (In Liquidation)

Second Respondent

Procedural Posture

Unfair Prejudice Petitions Under Companies Act 2006 S.994 / Application to Strike Out And/or for Reverse Summary Judgment

Legal Issues

  1. 1 Whether the petitioner has standing to bring unfair prejudice petitions regarding subsidiaries
  2. 2 Whether the petitions disclose a reasonable cause of action or are an abuse of process
  3. 3 Whether the shares in the parent company (IMG) had any value at the relevant time for the purposes of unfair prejudice relief

Ratio Decidendi

The petitions regarding the subsidiaries must be dismissed as the petitioner was not a member and no valid share transfer occurred. The petition regarding IMG is not struck out or dismissed because there is a compelling reason to allow further investigation and disclosure regarding share value and potential prejudice; the evidence does not establish that the shares had no value as at the relevant date, and the petitioner has a realistic prospect of establishing unfair prejudice subject to amendment and further directions.

Court Disposition

Petitions regarding Arcstream Ltd and Philharmonic Audio Visual Limited dismissed; IMG petition stayed for three months for further investigation and amendment; directions given for disclosure, amendment, and possible joinder of parties.

Orders

  • Petitions concerning Arcstream Ltd and Philharmonic Audio Visual Limited dismissed.
  • IMG petition stayed for three months to allow the petitioner to seek disclosure and amend the petition to plead valuation and prejudice.