Auden MckEnzie (Pharma Division) Ltd & Ors v Patel & Anor

Auden MckEnzie (Pharma Division) Ltd & Ors v Patel & Anor

Summary judgment is granted for the First Claimant against the First Defendant for the amount of payments made against false invoices, less credit for tax rebates, as the First Defendant breached fiduciary duties and the Re Duomatic principle cannot ratify dishonest conduct. The First Defendant has no real prospect of defending the claim. The Second Claimant is declared in breach of its obligation to provide a Yearly Earn-out Statement for Year Two, but no sum is presently due. Other claims and counterclaims are unsuitable for summary determination and must proceed to trial.

Parties
Claimant: Auden McKenzie (Pharma Division) Limited; Claimant: Actavis Holdings UK Limited; Claimant: Chilcott UK Limited; Defendant: Amit Patel; Defendant: Meeta Patel; Defendant: Jolanta Patel; Third Party: Allergan plc
Jurisdiction
England and Wales
Judgment Date
17 May 2019
Procedural Posture
Commercial / Summary Judgment and Strike Out Applications Prior to Trial
Outcome
Summary judgment granted in part; declaration granted; all other claims and applications to proceed to trial; no strike out ordered.
Legal Topics
Fiduciary Duties, Summary Judgment, Strike Out, Share Purchase Agreement, Deceit, Misrepresentation, Earn Out Arrangements, Implied Terms, Equitable Compensation
Commercial Law Company Law Contract Law Equity and Trusts Fiduciary Duties Summary Judgment Strike Out Share Purchase Agreement +5 more

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Parties

Auden McKenzie (Pharma Division) Limited

Claimant

Actavis Holdings UK Limited

Claimant

Chilcott UK Limited

Claimant

Amit Patel

Defendant

Meeta Patel

Defendant

Jolanta Patel

Defendant

Allergan plc

Third Party

Procedural Posture

Commercial / Summary Judgment and Strike Out Applications Prior to Trial

Legal Issues

  1. 1 Whether summary judgment should be granted for recovery of payments made against false invoices in breach of fiduciary duty
  2. 2 Whether the Re Duomatic principle applies to ratify dishonest conduct
  3. 3 Whether the First Defendant is liable for equitable compensation

Ratio Decidendi

Summary judgment is granted for the First Claimant against the First Defendant for the amount of payments made against false invoices, less credit for tax rebates, as the First Defendant breached fiduciary duties and the Re Duomatic principle cannot ratify dishonest conduct. The First Defendant has no real prospect of defending the claim. The Second Claimant is declared in breach of its obligation to provide a Yearly Earn-out Statement for Year Two, but no sum is presently due. Other claims and counterclaims are unsuitable for summary determination and must proceed to trial.

Court Disposition

Summary judgment granted in part; declaration granted; all other claims and applications to proceed to trial; no strike out ordered.

Orders

  • Summary judgment for the First Claimant against the First Defendant for £13,763,452 less £613,973 credit for tax rebates.
  • Declaration that the Second Claimant is in breach of obligation to provide a Yearly Earn-out Statement for Year Two.