Henderson & Jones Ltd v Ross & Ors [2023] EWHC 1276 (Ch) (26 May 2023)

Henderson & Jones Ltd v Ross & Ors [2023] EWHC 1276 (Ch) (26 May 2023)

The Court found that the Restructure was not unlawful. The transactions were undertaken for commercial reasons, for value, and with sufficient distributable reserves. There was no unlawful distribution, return of capital, or fraud on creditors. The directors did not breach their duties, D6 was not negligent, and there was no dishonest assistance or unlawful means conspiracy. The Claimant failed to discharge the burden of proof for dishonesty or impropriety. The claim was dismissed.

Citation
[2023] EWHC 1276 (Ch)
Parties
Claimant: Henderson & Jones Limited; First Defendant: David Jason Ross; Second Defendant: Stephen Roger Barnes; Third Defendant: Gerard Hugh Barnes; Fourth Defendant: Leila Jayne Fellows-Saunders; Fifth Defendant: Barclays Bank PLC; Sixth Defendant: The Wilkes Partnership LLP
Jurisdiction
England and Wales
Judgment Date
26 May 2023
Procedural Posture
High Court Civil Claim (business and Property Courts, Chancery Division) / Judgment After Trial
Outcome
Claim dismissed
Legal Topics
Unlawful Distribution, Transaction at Undervalue, Breach of Fiduciary Duty, Negligence, Dishonest Assistance, Unlawful Means Conspiracy, Fraud on Creditors
Company Law Insolvency Law Commercial Law Tort Law Unlawful Distribution Transaction at Undervalue Breach of Fiduciary Duty Negligence +3 more

Case Brief

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Parties

Henderson & Jones Limited

Claimant

David Jason Ross

First Defendant

Stephen Roger Barnes

Second Defendant

Gerard Hugh Barnes

Third Defendant

Leila Jayne Fellows-Saunders

Fourth Defendant

Barclays Bank PLC

Fifth Defendant

The Wilkes Partnership LLP

Sixth Defendant

Procedural Posture

High Court Civil Claim (business and Property Courts, Chancery Division) / Judgment After Trial

Legal Issues

  1. 1 Whether the 2012 Restructure of The Hospital Medical Group Limited (THMG) was unlawful as an unlawful distribution, return of capital, or fraud on creditors
  2. 2 Whether the Restructure was a transaction at an undervalue defrauding creditors under section 423 Insolvency Act 1986
  3. 3 Whether directors (D1, D2, D3) breached fiduciary, statutory or common law duties

Ratio Decidendi

The Court found that the Restructure was not unlawful. The transactions were undertaken for commercial reasons, for value, and with sufficient distributable reserves. There was no unlawful distribution, return of capital, or fraud on creditors. The directors did not breach their duties, D6 was not negligent, and there was no dishonest assistance or unlawful means conspiracy. The Claimant failed to discharge the burden of proof for dishonesty or impropriety. The claim was dismissed.

Court Disposition

Claim dismissed

Orders

  • All claims by the Claimant are dismissed.
  • No liability attaches to any Defendant.