Homes of England Ltd v Horsham Holdings Ltd & Ors [2020] EWHC 1175 (Ch) (04 May 2020)

Homes of England Ltd v Horsham Holdings Ltd & Ors [2020] EWHC 1175 (Ch) (04 May 2020)

There is a serious issue to be tried as to whether the £500,000 loan exists and is enforceable, whether it was made in breach of the shareholders' agreement, and whether payment would breach directors' duties. However, the balance of convenience and risk of injustice favour permitting payment out, provided the Petitioner is indemnified against loss if the payment is later found unlawful. The Petitioner's application for an outright injunction is refused, but payment is permitted on condition of indemnities from relevant Respondents.

Citation
[2020] EWHC 1175 (Ch)
Parties
Petitioner: Homes of England Limited; First Respondent: Horsham Holdings Limited; Second Respondent: DNG Holdings Bedford Limited; Third Respondent: North Street Horsham Development LLP; Fourth Respondent: Davidia Properties Limited; Fifth Respondent: DNG Bedford Properties Limited; Sixth Respondent: DNG Bedford Properties (3) Limited; Seventh Respondent: Oxford Property Investments Limited; Eighth Respondent: Nick Sellman (Holdings) Limited; Ninth Respondent: Mr Anthony Simon Christofis; Tenth Respondent: Mr Shaun Terence Savage; Eleventh Respondent: Mr Nicholas James Sellman; Twelfth Respondent: Mr Matthew John Williams
Jurisdiction
England and Wales
Judgment Date
04 May 2020
Procedural Posture
Interim Application in Company Law Proceedings Under S.994 Companies Act 2006 / Interlocutory (application for Interim Injunction)
Outcome
Application for interim injunction refused; conditional order made permitting payment upon provision of indemnities.
Legal Topics
Unfair Prejudice Petition, Shareholders' Agreements, Interim Injunctions, Directors' Duties, Intercompany Loans, Priority of Repayment, Breach of Fiduciary Duty
Company Law Insolvency Law Unfair Prejudice Petition Shareholders' Agreements Interim Injunctions Directors' Duties Intercompany Loans Priority of Repayment +1 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 9 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Homes of England Limited

Petitioner

Horsham Holdings Limited

First Respondent

DNG Holdings Bedford Limited

Second Respondent

North Street Horsham Development LLP

Third Respondent

Davidia Properties Limited

Fourth Respondent

DNG Bedford Properties Limited

Fifth Respondent

DNG Bedford Properties (3) Limited

Sixth Respondent

Oxford Property Investments Limited

Seventh Respondent

Nick Sellman (Holdings) Limited

Eighth Respondent

Mr Anthony Simon Christofis

Ninth Respondent

Mr Shaun Terence Savage

Tenth Respondent

Mr Nicholas James Sellman

Eleventh Respondent

Mr Matthew John Williams

Twelfth Respondent

Procedural Posture

Interim Application in Company Law Proceedings Under S.994 Companies Act 2006 / Interlocutory (application for Interim Injunction)

Legal Issues

  1. 1 Whether the Petitioner is entitled to an interim injunction restraining payment of £500,000 by Horsham Holdings Limited to DNG Bedford (3) Limited or others
  2. 2 Whether the alleged loan of £500,000 exists and is enforceable
  3. 3 Whether payment would breach the shareholders' agreement or fiduciary duties

Ratio Decidendi

There is a serious issue to be tried as to whether the £500,000 loan exists and is enforceable, whether it was made in breach of the shareholders' agreement, and whether payment would breach directors' duties. However, the balance of convenience and risk of injustice favour permitting payment out, provided the Petitioner is indemnified against loss if the payment is later found unlawful. The Petitioner's application for an outright injunction is refused, but payment is permitted on condition of indemnities from relevant Respondents.

Court Disposition

Application for interim injunction refused; conditional order made permitting payment upon provision of indemnities.

Orders

  • Upon provision of indemnities by the Fifth, Sixth, and Ninth to Twelfth Respondents, the First Respondent may make the intended payment of £500,000 to the Redwood Partnership.
  • The terms of the indemnities and consequential orders to be determined after further hearing.