Fisher v Cadman & Ors

Fisher v Cadman & Ors

Cedric and Rodney Cadman acted unfairly prejudicially to Mrs Fisher by failing to hold AGMs, denying information, awarding themselves excessive remuneration contrary to prior understanding and Articles, and improperly providing for and paying an inflated debt to CHL, breaching both legal and equitable constraints. Mrs Fisher is entitled to be bought out of CDL without minority discount; winding up is not justified.

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 for Relief Under Ss. 459 and 461 of the Companies Act 1985, or Alternatively for Winding Up Under S. 122(1)(g) of the Insolvency Act 1986 / Judgment
Outcome
Petition allowed in part; Mrs Fisher entitled to be bought out of CDL at fair value without minority discount. Terms of order to be determined after further submissions.
Legal Topics
Unfair Prejudice, Directors' Duties, Remuneration, Minority Shareholder Protection, Quasi Partnership, AGM Requirements, Share Valuation, Winding Up
Company Law Equity Unfair Prejudice Directors' Duties Remuneration Minority Shareholder Protection Quasi Partnership AGM Requirements +2 more

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Parties

Girvan Janis Fisher

Petitioner

Cedric Cadman

Respondent

Rodney Cadman

Respondent

Cadman Developments Limited

Respondent

Procedural Posture

Petition for Relief Under Ss. 459 and 461 of the Companies Act 1985, or Alternatively for Winding Up Under S. 122(1)(g) of the Insolvency Act 1986 / Judgment

Legal Issues

  1. 1 Whether the conduct of Cedric and Rodney Cadman was unfairly prejudicial to Mrs Fisher's interests as a shareholder under ss. 459 and 461 of the Companies Act 1985
  2. 2 Whether Mrs Fisher is entitled to be bought out of CDL without minority discount
  3. 3 Whether the directors breached Articles and equitable constraints regarding remuneration and provision for debts

Ratio Decidendi

Cedric and Rodney Cadman acted unfairly prejudicially to Mrs Fisher by failing to hold AGMs, denying information, awarding themselves excessive remuneration contrary to prior understanding and Articles, and improperly providing for and paying an inflated debt to CHL, breaching both legal and equitable constraints. Mrs Fisher is entitled to be bought out of CDL without minority discount; winding up is not justified.

Court Disposition

Petition allowed in part; Mrs Fisher entitled to be bought out of CDL at fair value without minority discount. Terms of order to be determined after further submissions.

Orders

  • Mrs Fisher's interest in CDL to be bought out by Cedric and Rodney Cadman or CDL at a valuation to be set by the court, without minority discount. Precise terms to be addressed subsequently.