Pinfold v Ansell & Ors

Pinfold v Ansell & Ors

Foundry Miniatures Ltd was operated as a quasi-partnership, Mr Pinfold had a legitimate expectation of management participation, and his exclusion was unfairly prejudicial. Fairness required his shares to be valued at the date of exclusion, with no adjustment for payments to Clifford Ansell but with recognition of the quasi-partnership arrangement. Payments to Mrs Ansell were not to affect valuation. Alleged mismanagement did not amount to unfair prejudice.

Parties
Petitioner: Keith Pinfold; Respondent: Bryan Charles Ansell; Respondent: Diane Ansell; Nominal Respondent: Foundry Miniatures Ltd
Jurisdiction
England and Wales
Judgment Date
21 April 2017
Procedural Posture
Petition Under Companies Act 2006 S994 / Final Judgment
Outcome
Petition upheld; order for sale of Mr Pinfold's shares to Respondents at valuation date of exclusion.
Legal Topics
Unfair Prejudice, Quasi Partnership, Shareholder Remedies, Valuation of Shares, Directors' Duties
Company Law Equity Unfair Prejudice Quasi Partnership Shareholder Remedies Valuation of Shares Directors' Duties

Case Brief

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Parties

Keith Pinfold

Petitioner

Bryan Charles Ansell

Respondent

Diane Ansell

Respondent

Foundry Miniatures Ltd

Nominal Respondent

Procedural Posture

Petition Under Companies Act 2006 S994 / Final Judgment

Legal Issues

  1. 1 Whether Foundry Miniatures Ltd was operated as a quasi-partnership
  2. 2 Whether exclusion of Mr Pinfold from management and as director was unfairly prejudicial
  3. 3 Appropriate date and basis for valuation of Mr Pinfold's shares

Ratio Decidendi

Foundry Miniatures Ltd was operated as a quasi-partnership, Mr Pinfold had a legitimate expectation of management participation, and his exclusion was unfairly prejudicial. Fairness required his shares to be valued at the date of exclusion, with no adjustment for payments to Clifford Ansell but with recognition of the quasi-partnership arrangement. Payments to Mrs Ansell were not to affect valuation. Alleged mismanagement did not amount to unfair prejudice.

Court Disposition

Petition upheld; order for sale of Mr Pinfold's shares to Respondents at valuation date of exclusion.

Orders

  • Respondents to purchase Mr Pinfold's shares for £309,000, representing 50% of company value at 30 June 2012.
  • No adjustment for payments to Clifford Ansell or Mrs Ansell.