Michel v Michel & Ors [2019] EWHC 1378 (Ch) (29 May 2019)

Michel v Michel & Ors [2019] EWHC 1378 (Ch) (29 May 2019)

The court found that while there were disputes and breakdowns in relationships, the conduct of the Respondents did not amount to unfair prejudice under section 994. The evidence did not support Andrew Michel's claim to a non-discounted fair value for his shares, nor was a winding up order justified. The petition was dismissed.

Citation
[2019] EWHC 1378 (Ch)
Parties
Petitioner: Andrew Michel; Respondent: Benjamin Michel; Respondent: Richard Michel; Respondent: L Kahn Manufacturing Company Limited
Jurisdiction
England and Wales
Judgment Date
29 May 2019
Procedural Posture
Section 994 Companies Act 2006 Petition (unfair Prejudice) / Final Judgment After Trial
Outcome
Petition dismissed
Legal Topics
Unfair Prejudice, Shareholder Disputes, Valuation of Shares, Director Removal, Winding Up on Just and Equitable Grounds
Company Law Equity Unfair Prejudice Shareholder Disputes Valuation of Shares Director Removal Winding Up on Just and Equitable Grounds

Case Brief

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Parties

Andrew Michel

Petitioner

Benjamin Michel

Respondent

Richard Michel

Respondent

L Kahn Manufacturing Company Limited

Respondent

Procedural Posture

Section 994 Companies Act 2006 Petition (unfair Prejudice) / Final Judgment After Trial

Legal Issues

  1. 1 Whether the affairs of L Kahn Manufacturing Company Limited were conducted in a manner unfairly prejudicial to Andrew Michel as a member
  2. 2 Whether Andrew Michel is entitled to an order for purchase of his shares at fair value or a winding up order
  3. 3 Proper valuation basis for Andrew Michel's shares

Ratio Decidendi

The court found that while there were disputes and breakdowns in relationships, the conduct of the Respondents did not amount to unfair prejudice under section 994. The evidence did not support Andrew Michel's claim to a non-discounted fair value for his shares, nor was a winding up order justified. The petition was dismissed.

Court Disposition

Petition dismissed