Joanne Brierley v Christopher Howe & Anor (Re 36 Bourne Street Ltd)

Joanne Brierley v Christopher Howe & Anor (Re 36 Bourne Street Ltd)

Sections E1 and E2 of the petition do not disclose a reasonable cause of action under s 994 Companies Act 2006 because they are based on personal arrangements between the Petitioner and Respondent regarding share transfers and dividends, not involving the company or its affairs. There is no pleaded causal connection between the alleged personal conduct and any conduct of the company's affairs causing unfair prejudice. The misfeasance allegations are also insufficiently particularised. Accordingly, sections E1 and E2 are struck out.

Parties
Petitioner: Joanne Brierley; Respondent: Christopher Howe; Respondent: 36 Bourne Street Ltd
Jurisdiction
England and Wales
Judgment Date
11 June 2024
Procedural Posture
Company/commercial (unfair Prejudice Petition) / Ruling on Application to Strike Out Parts of Petition (sections E1 and E2) Under CPR 3.4(2)(a) And/or (b)
Outcome
Application granted; sections E1 and E2 of the petition struck out.
Legal Topics
Unfair Prejudice, Constructive Trust, Proprietary Estoppel, Quasi Partnership, Directors' Duties, Dividends, Shareholder Agreements, Strike Out Applications
Company Law Equity Unfair Prejudice Constructive Trust Proprietary Estoppel Quasi Partnership Directors' Duties Dividends +2 more

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Parties

Joanne Brierley

Petitioner

Christopher Howe

Respondent

36 Bourne Street Ltd

Respondent

Procedural Posture

Company/commercial (unfair Prejudice Petition) / Ruling on Application to Strike Out Parts of Petition (sections E1 and E2) Under CPR 3.4(2)(a) And/or (b)

Legal Issues

  1. 1 Whether sections E1 and E2 of the petition disclose a reasonable cause of action under s 994 Companies Act 2006 (unfair prejudice)
  2. 2 Whether personal arrangements between shareholders regarding share transfers and dividends can constitute 'conduct of the company's affairs' for s 994 purposes
  3. 3 Whether the pleaded claims in E1 and E2 are parasitic on a trust claim and not justiciable under s 994

Ratio Decidendi

Sections E1 and E2 of the petition do not disclose a reasonable cause of action under s 994 Companies Act 2006 because they are based on personal arrangements between the Petitioner and Respondent regarding share transfers and dividends, not involving the company or its affairs. There is no pleaded causal connection between the alleged personal conduct and any conduct of the company's affairs causing unfair prejudice. The misfeasance allegations are also insufficiently particularised. Accordingly, sections E1 and E2 are struck out.

Court Disposition

Application granted; sections E1 and E2 of the petition struck out.

Orders

  • Sections E1 and E2 of the petition are struck out.
  • Costs and other consequential matters to be addressed at hand-down.