Simon Philip Webster & Anor v ESMS Global Limited & Ors

Simon Philip Webster & Anor v ESMS Global Limited & Ors

Sections 292 and 293 Companies Act 2006 confer private rights on members of a company to require the company to circulate written resolutions. The existence of a criminal sanction for non-compliance does not exclude the court’s jurisdiction to grant injunctive and declaratory relief to enforce those rights. The court has jurisdiction to grant the relief sought, including a mandatory injunction and ancillary orders, as the statutory scheme does not expressly or by necessary implication exclude such remedies.

Parties
Claimant: Simon Philip Webster; Claimant: Jennifer Anne Webster; First Defendant: ESMS Global Limited; Second Defendant: Rajesh Kumar Sood; Third Defendant: Sarita Sood
Jurisdiction
England and Wales
Judgment Date
25 November 2025
Procedural Posture
Civil (company Law) / Judgment After Trial of Part 8 Claim
Outcome
Claim allowed
Legal Topics
Written Resolutions, Shareholder Rights, Statutory Interpretation, Injunctions, Directors' Duties
Company Law Equity Written Resolutions Shareholder Rights Statutory Interpretation Injunctions Directors' Duties

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Parties

Simon Philip Webster

Claimant

Jennifer Anne Webster

Claimant

ESMS Global Limited

First Defendant

Rajesh Kumar Sood

Second Defendant

Sarita Sood

Third Defendant

Procedural Posture

Civil (company Law) / Judgment After Trial of Part 8 Claim

Legal Issues

  1. 1 Whether the court has jurisdiction to grant relief to a member of a company where the company fails to circulate proposed written resolutions under sections 292 and 293 Companies Act 2006
  2. 2 Whether the company is obliged to circulate the claimants’ proposed written resolutions

Ratio Decidendi

Sections 292 and 293 Companies Act 2006 confer private rights on members of a company to require the company to circulate written resolutions. The existence of a criminal sanction for non-compliance does not exclude the court’s jurisdiction to grant injunctive and declaratory relief to enforce those rights. The court has jurisdiction to grant the relief sought, including a mandatory injunction and ancillary orders, as the statutory scheme does not expressly or by necessary implication exclude such remedies.

Court Disposition

Claim allowed

Orders

  • Declaration that the company is required to circulate the claimants’ proposed written resolutions pursuant to sections 292 and 293 Companies Act 2006
  • Mandatory injunction requiring the company to circulate the written resolutions