Quiet Moments Ltd, Re [2013] EWHC 3806 (Ch) (04 December 2013)

Quiet Moments Ltd, Re [2013] EWHC 3806 (Ch) (04 December 2013)

The court found no binding agreement entitling Mr Dufoo to 50% of QML; the 26 shares transferred to Mr Tolaini were held on trust for Mr Dufoo, but Morlan Limited (in liquidation) was not a party and no order could be made in its favour; the loan terms with Mr Pannell and DAP were as set out in the settlement agreement; neither party served notice to remedy alleged breaches of the Shareholders Agreement, so compulsory transfer provisions were not triggered; the application to amend to claim 36 shares was refused; and, given the breakdown of trust and the quasi-partnership nature of QML, it was just and equitable to wind up the company.

Citation
[2013] EWHC 3806 (Ch)
Parties
Petitioner: Alun Dufoo; First Respondent: Jean-Paul Tolaini; Second Respondent: DA Phillips & Co Ltd (as trustee of the Premier Trust); Third Respondent: John Pannell; Fourth Respondent: Quiet Moments Limited
Jurisdiction
England and Wales
Judgment Date
04 December 2013
Procedural Posture
Company Petition (winding Up) / Judgment After Trial
Outcome
Petition granted in part; order for winding up of Quiet Moments Limited on just and equitable ground; other reliefs refused.
Legal Topics
Winding Up on Just and Equitable Ground, Shareholder Disputes, Share Transfer and Ownership, Shareholders' Agreements, Loan Agreements and Security
Company Law Insolvency Winding Up on Just and Equitable Ground Shareholder Disputes Share Transfer and Ownership Shareholders' Agreements Loan Agreements and Security

Case Brief

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Parties

Alun Dufoo

Petitioner

Jean-Paul Tolaini

First Respondent

DA Phillips & Co Ltd (as trustee of the Premier Trust)

Second Respondent

John Pannell

Third Respondent

Quiet Moments Limited

Fourth Respondent

Procedural Posture

Company Petition (winding Up) / Judgment After Trial

Legal Issues

  1. 1 Whether Mr Dufoo is entitled to 50% of the shares in QML (the 50/50 Issue)
  2. 2 Ownership of 26 shares transferred by Mr Dufoo to Mr Tolaini and the Morlan Issue
  3. 3 Terms of the loan by Mr Pannell and DAP to QML (the Loan Terms Issue)

Ratio Decidendi

The court found no binding agreement entitling Mr Dufoo to 50% of QML; the 26 shares transferred to Mr Tolaini were held on trust for Mr Dufoo, but Morlan Limited (in liquidation) was not a party and no order could be made in its favour; the loan terms with Mr Pannell and DAP were as set out in the settlement agreement; neither party served notice to remedy alleged breaches of the Shareholders Agreement, so compulsory transfer provisions were not triggered; the application to amend to claim 36 shares was refused; and, given the breakdown of trust and the quasi-partnership nature of QML, it was just and equitable to wind up the company.

Court Disposition

Petition granted in part; order for winding up of Quiet Moments Limited on just and equitable ground; other reliefs refused.

Orders

  • Quiet Moments Limited to be wound up under s.122(1)(g) Insolvency Act 1986.
  • No order for transfer of shares to Mr Dufoo or Tolaini under the Shareholders Agreement.