Peter Raymond Henrikson & Ors v Charles Riley Constant & Ors

Peter Raymond Henrikson & Ors v Charles Riley Constant & Ors

The court found that the company was not carrying on business or in operation at the time of strike off, making the restoration form factually inaccurate. However, the court held that the presence of the company on the register had not caused, and was not likely to cause, damage to the company that outweighed the interests of other persons, particularly given ongoing litigation in Texas. The court declined to order removal from the register. The transfer of the share by the Crown to the SR Trust and HF Trust was not void, and the register of members should be rectified to show both trusts as joint holders, with the SR Trust as senior holder. Director appointments and removals made in...

Parties
Claimant: Peter Raymond Henrikson; Claimant: Truth Data Insights LLC; Claimant: Peter Raymond Henrikson (as trustee of the Henrikson Family Trust); Defendant: Charles Riley Constant; Defendant: David Paul Carlson; Defendant: Christopher R Hyland; Defendant: Kendall Dean Potter; Defendant: Truth Data Insights (Holdings) Limited; Defendant: Rachel Webster (as trustee of the Snake River Trust); Defendant: The Registrar of Companies
Jurisdiction
England and Wales
Judgment Date
11 September 2024
Procedural Posture
Company/commercial (rectification, Restoration, Injunction) / Judgment After Hearing of Cross Applications for Rectification, Restoration, and Related Relief
Outcome
Henrikson Dissolution Application dismissed; Constant Restoration Application falls away; rectification of register of members ordered; invalid director appointments/removals to be removed from register.
Legal Topics
Rectification of Register, Restoration of Company, Shareholder Rights, Appointment and Removal of Directors, Bona Vacantia, Joint Shareholding
Company Law Insolvency Law Rectification of Register Restoration of Company Shareholder Rights Appointment and Removal of Directors Bona Vacantia Joint Shareholding

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Parties

Peter Raymond Henrikson

Claimant

Truth Data Insights LLC

Claimant

Peter Raymond Henrikson (as trustee of the Henrikson Family Trust)

Claimant

Charles Riley Constant

Defendant

David Paul Carlson

Defendant

Christopher R Hyland

Defendant

Kendall Dean Potter

Defendant

Truth Data Insights (Holdings) Limited

Defendant

Rachel Webster (as trustee of the Snake River Trust)

Defendant

The Registrar of Companies

Defendant

Procedural Posture

Company/commercial (rectification, Restoration, Injunction) / Judgment After Hearing of Cross Applications for Rectification, Restoration, and Related Relief

Legal Issues

  1. 1 Whether the restoration of Truth Data Insights (Holdings) Limited to the register was void, invalid, or factually inaccurate under the Companies Act 2006
  2. 2 Whether the company was carrying on business or in operation at the time of strike off
  3. 3 Whether subsequent filings and director appointments/removals were valid

Ratio Decidendi

The court found that the company was not carrying on business or in operation at the time of strike off, making the restoration form factually inaccurate. However, the court held that the presence of the company on the register had not caused, and was not likely to cause, damage to the company that outweighed the interests of other persons, particularly given ongoing litigation in Texas. The court declined to order removal from the register. The transfer of the share by the Crown to the SR Trust and HF Trust was not void, and the register of members should be rectified to show both trusts as joint holders, with the SR Trust as senior holder. Director appointments and removals made in...

Court Disposition

Henrikson Dissolution Application dismissed; Constant Restoration Application falls away; rectification of register of members ordered; invalid director appointments/removals to be removed from register.

Orders

  • Company to remain restored to the register.
  • Register of members to be rectified to show SR Trust and HF Trust as joint holders of the share, with SR Trust as senior holder, retrospectively from 27 May 2021.