Fisher v Cadman & Ors [2005] EWHC 377 (Ch) (14 March 2005)

Fisher v Cadman & Ors [2005] EWHC 377 (Ch) (14 March 2005)

The directors, Cedric and Rodney Cadman, acted in breach of their duties and in a manner unfairly prejudicial to Mrs Fisher's interests as a shareholder by (1) failing to hold AGMs and provide information, (2) awarding themselves excessive and unjustified remuneration, and (3) making improper provision and payments...

Source-derived case information.

Citation
[2005] EWHC 377 (Ch)
Parties
Petitioner: Girvan Janis Fisher; Respondent: Cedric Cadman; Respondent: Rodney Cadman; Respondent: Cadman Developments Limited
Jurisdiction
England and Wales
Judgment Date
14 March 2005
Procedural Posture
Petition Under Companies Act 1985 Ss. 459 and 461, Alternatively Winding Up Under Insolvency Act 1986 S.122(1)(g) / Judgment After Trial
Outcome
Petition allowed in part; order for purchase of petitioner's shares at fair value without minority discount; winding up refused.
Legal Topics
Unfair Prejudice, Shareholder Rights, Directors' Duties, Minority Shareholder Protection, Winding Up on Just and Equitable Ground
Company Law Insolvency Law Unfair Prejudice Shareholder Rights Directors' Duties Minority Shareholder Protection Winding Up on Just and Equitable Ground

Source-derived case record

Summary, issues, holding and outcome

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Parties

Girvan Janis Fisher

Petitioner

Cedric Cadman

Respondent

Rodney Cadman

Respondent

Cadman Developments Limited

Respondent

Procedural Posture

Petition Under Companies Act 1985 Ss. 459 and 461, Alternatively Winding Up Under Insolvency Act 1986 S.122(1)(g) / Judgment After Trial

Legal Issues

  1. 1 Whether the affairs of Cadman Developments Limited were conducted in a manner unfairly prejudicial to the interests of Mrs Fisher as a shareholder under s.459 Companies Act 1985
  2. 2 Whether directors' remuneration and payments to Cadman Homes Ltd were improper or excessive
  3. 3 Whether failure to hold AGMs and provide information constituted unfair prejudice

Ratio Decidendi

The directors, Cedric and Rodney Cadman, acted in breach of their duties and in a manner unfairly prejudicial to Mrs Fisher's interests as a shareholder by (1) failing to hold AGMs and provide information, (2) awarding themselves excessive and unjustified remuneration, and (3) making improper provision and payments to Cadman Homes Ltd without regard to the interests of CDL or Mrs Fisher. The court found that Mrs Fisher was entitled to relief under s.459 Companies Act 1985, specifically an order that her shares be purchased at fair value without minority discount. Winding up was not appropriate as it would be detrimental to all parties.

Court Disposition

Petition allowed in part; order for purchase of petitioner's shares at fair value without minority discount; winding up refused.

Orders

  • Respondents (or alternatively the company) to purchase Mrs Fisher's shares in Cadman Developments Limited at a valuation to be determined by a court-appointed valuer, without any discount for minority holding.
  • Petition for winding up dismissed.