Henderson and Jones Limited v David Jason Ross & Ors.

Henderson and Jones Limited v David Jason Ross & Ors.

The Restructure was not motivated by creditor prejudice or fraud, but was a bona fide group reorganisation for commercial reasons, at market value, with no unlawful distribution, return of capital, or transaction defrauding creditors. Directors acted honestly, with reasonable skill and care, and relied on professional advice. Advisers did not act dishonestly or negligently. The company was not insolvent at the time or as a result of the Restructure. No liability attached to any defendant.

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
11 September 2024
Procedural Posture
Commercial/chancery (business List) / Final Judgment After Full Trial
Outcome
Claim dismissed in full
Legal Topics
Unlawful Distribution, Return of Capital, Transaction at Undervalue, Fraud on Creditors, Directors' Duties, Dishonest Assistance, Negligence by Professional Advisers, Unlawful Means Conspiracy
Company Law Insolvency Law Commercial Law Unlawful Distribution Return of Capital Transaction at Undervalue Fraud on Creditors Directors' Duties +3 more

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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

Commercial/chancery (business List) / Final Judgment After Full Trial

Legal Issues

  1. 1 Whether the 2012 Restructure of The Hospital Medical Group Limited (THMG) was an unlawful distribution, unlawful return of capital, transaction defrauding creditors, or an informal winding-up/fraud on creditors
  2. 2 Whether directors breached fiduciary, statutory or common law duties
  3. 3 Whether professional advisers (solicitors, accountants, bank) dishonestly assisted or were negligent

Ratio Decidendi

The Restructure was not motivated by creditor prejudice or fraud, but was a bona fide group reorganisation for commercial reasons, at market value, with no unlawful distribution, return of capital, or transaction defrauding creditors. Directors acted honestly, with reasonable skill and care, and relied on professional advice. Advisers did not act dishonestly or negligently. The company was not insolvent at the time or as a result of the Restructure. No liability attached to any defendant.

Court Disposition

Claim dismissed in full

Orders

  • All claims against all defendants are dismissed
  • No liability for unlawful distribution, return of capital, transaction defrauding creditors, breach of duty, dishonest assistance, negligence, or conspiracy