Sally Ann Gibbins v John Peter Francis Tierney & Ors

Sally Ann Gibbins v John Peter Francis Tierney & Ors

The petitioner was unfairly prejudiced by her exclusion from management and the misapplication of company funds by the respondents, in breach of their director duties. The appropriate remedy is a buy-out of her shares at fair value as at 1 August 2020 with no minority discount, and an order for costs.

Parties
Petitioner: Sally Ann Gibbins; First Respondent: John Peter Francis Tierney; Second Respondent: Rose Anna Brown; Third Respondent: PHB Ethical Beauty Limited
Jurisdiction
England and Wales
Judgment Date
08 January 2024
Procedural Posture
Unfair Prejudice Petition (companies Act 2006, S.994) / Judgment After Uncontested Trial
Outcome
Petition allowed. Buy-out order granted.
Legal Topics
Unfair Prejudice, Quasi Partnership, Director Duties, Share Valuation, Minority Shareholder Protection
Company Law Equity Unfair Prejudice Quasi Partnership Director Duties Share Valuation Minority Shareholder Protection

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Parties

Sally Ann Gibbins

Petitioner

John Peter Francis Tierney

First Respondent

Rose Anna Brown

Second Respondent

PHB Ethical Beauty Limited

Third Respondent

Procedural Posture

Unfair Prejudice Petition (companies Act 2006, S.994) / Judgment After Uncontested Trial

Legal Issues

  1. 1 Whether the affairs of PHB Ethical Beauty Limited were conducted in a manner unfairly prejudicial to the petitioner under s.994 Companies Act 2006
  2. 2 Whether the petitioner was wrongfully excluded from management
  3. 3 Whether company funds were misapplied for the benefit of the respondents

Ratio Decidendi

The petitioner was unfairly prejudiced by her exclusion from management and the misapplication of company funds by the respondents, in breach of their director duties. The appropriate remedy is a buy-out of her shares at fair value as at 1 August 2020 with no minority discount, and an order for costs.

Court Disposition

Petition allowed. Buy-out order granted.

Orders

  • First and Second Respondents to purchase the Petitioner's shares in PHB Ethical Beauty Limited at fair value as at 1 August 2020, with no minority discount, as a going concern.
  • Petitioner granted permission to rely on expert valuation report.