Michel v Michel & Ors

Michel v Michel & Ors

The company was not a quasi-partnership; there was no agreement or legitimate expectation entitling the petitioner to remain a director or participate in management. The removal of the petitioner as director was in accordance with the articles and not unfairly prejudicial. No mismanagement or misrepresentation was established. The petitioner failed to discharge the burden of proof for unfair prejudice or the alleged agreement.

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
Petition Under Section 994 of the Companies Act 2006 (unfair Prejudice) / Final Judgment After Full Trial
Outcome
Petition dismissed
Legal Topics
Unfair Prejudice, Quasi Partnership, Director Removal, Shareholder Rights, Minority Shareholder Protection, Valuation of Shares, Family Companies
Company Law Unfair Prejudice Quasi Partnership Director Removal Shareholder Rights Minority Shareholder Protection Valuation of Shares Family Companies

Case Brief

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Parties

Andrew Michel

Petitioner

Benjamin Michel

Respondent

Richard Michel

Respondent

L Kahn Manufacturing Company Limited

Respondent

Procedural Posture

Petition Under Section 994 of the Companies Act 2006 (unfair Prejudice) / Final Judgment After Full Trial

Legal Issues

  1. 1 Whether the company was a quasi-partnership giving rise to equitable constraints on removal of the petitioner as director
  2. 2 Whether there was an agreement entitling the petitioner to remain a director or receive certain benefits
  3. 3 Whether the removal of the petitioner as director was unfairly prejudicial under section 994 of the Companies Act 2006

Ratio Decidendi

The company was not a quasi-partnership; there was no agreement or legitimate expectation entitling the petitioner to remain a director or participate in management. The removal of the petitioner as director was in accordance with the articles and not unfairly prejudicial. No mismanagement or misrepresentation was established. The petitioner failed to discharge the burden of proof for unfair prejudice or the alleged agreement.

Court Disposition

Petition dismissed