Peter Charles Willoughby v Eric Martin Cole & Anor

Peter Charles Willoughby v Eric Martin Cole & Anor

Old Allegations are irrelevant, historic, and do not objectively justify removal of Petitioner as director; New Allegations alone, even if proved, are insufficiently serious to justify removal without fair offer; Defence does not disclose reasonable grounds for central issues; summary judgment granted on Justification Issue in favour of Petitioner; Old Allegations and related breaches of duty struck out.

Parties
Petitioner: Peter Charles Willoughby; First Respondent: Eric Martin Cole; Second Respondent: David James Evans
Jurisdiction
England and Wales
Judgment Date
07 May 2024
Procedural Posture
Petition Under Section 994 Companies Act 2006 / Ruling on Strike Out and Summary Judgment Applications
Outcome
Summary judgment granted in favour of Petitioner on Justification Issue; Old Allegations and related breaches of duty struck out.
Legal Topics
Unfair Prejudice, Director Removal, Strike Out Applications, Summary Judgment, Breach of Director Duties
Company Law Shareholder Remedies Unfair Prejudice Director Removal Strike Out Applications Summary Judgment Breach of Director Duties

Case Brief

Summary, issues, holding and outcome

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Parties

Peter Charles Willoughby

Petitioner

Eric Martin Cole

First Respondent

David James Evans

Second Respondent

Procedural Posture

Petition Under Section 994 Companies Act 2006 / Ruling on Strike Out and Summary Judgment Applications

Legal Issues

  1. 1 Whether historic allegations (Old Allegations) are relevant to justification for director removal without fair offer
  2. 2 Whether New Allegations alone objectively justify removal of Petitioner as director without fair offer
  3. 3 Whether Defence discloses reasonable grounds for defending Petition

Ratio Decidendi

Old Allegations are irrelevant, historic, and do not objectively justify removal of Petitioner as director; New Allegations alone, even if proved, are insufficiently serious to justify removal without fair offer; Defence does not disclose reasonable grounds for central issues; summary judgment granted on Justification Issue in favour of Petitioner; Old Allegations and related breaches of duty struck out.

Court Disposition

Summary judgment granted in favour of Petitioner on Justification Issue; Old Allegations and related breaches of duty struck out.

Orders

  • Old Allegations in paragraphs 5(c), 5(h), 5(i)(i), 5(i)(ii), 5(iii), 5(j), 10(c), 11(b), and 12 (insofar as they relate to Old Allegations) struck out.
  • Breaches of duty in paragraphs 5(j)(iv), 5(j)(v), and 5(j)(ii) (insofar as they relate to Old Allegations) struck out.