Brierley v Howe & Anor (Re 36 Bourne Street Ltd - Companies Act 2006) [2024] EWHC 2789 (Ch) (06 November 2024)

Brierley v Howe & Anor (Re 36 Bourne Street Ltd - Companies Act 2006) [2024] EWHC 2789 (Ch) (06 November 2024)

Sections E1 and E2 of the Petition do not disclose conduct of the Company's affairs within the meaning of s.994 Companies Act 2006. The claims regarding entitlement to additional shares and enhanced dividends are personal claims between the Petitioner and Respondent and do not involve the Company or its affairs. There is no pleaded basis that the Company was party to or bound by the alleged agreements. The dividend claims are entirely parasitic on the unestablished shareholding claims. Accordingly, these sections are struck out as disclosing no reasonable grounds for a s.994 claim.

Citation
[2024] EWHC 2789 (Ch)
Parties
Petitioner: Joanne Brierley; Respondent: Christopher Howe; Respondent: 36 Bourne Street Ltd
Jurisdiction
England and Wales
Judgment Date
06 November 2024
Procedural Posture
Company/shareholder Dispute (s.994 Companies Act 2006 Petition) / Interlocutory Application—strike Out Under CPR 3.4(2)(a) And/or (b)
Outcome
Application granted in part—sections E1 and E2 of the Petition struck out.
Legal Topics
Unfair Prejudice Petition, Quasi Partnership, Constructive Trust, Proprietary Estoppel, Directors' Duties, Dividends, Shareholder Agreements, Strike Out Applications
Company Law Equity Civil Procedure Unfair Prejudice Petition Quasi Partnership Constructive Trust Proprietary Estoppel Directors' Duties +3 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 18 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Joanne Brierley

Petitioner

Christopher Howe

Respondent

36 Bourne Street Ltd

Respondent

Procedural Posture

Company/shareholder Dispute (s.994 Companies Act 2006 Petition) / Interlocutory Application—strike Out Under CPR 3.4(2)(a) And/or (b)

Legal Issues

  1. 1 Whether sections E1 and E2 of the s.994 petition disclose conduct of the company's affairs justiciable under s.994 Companies Act 2006
  2. 2 Whether the pleaded claims regarding shareholding and dividends are personal claims or relate to the conduct of the company's affairs
  3. 3 Whether the pleaded facts, if true, could amount to unfair prejudice under s.994 CA 2006

Ratio Decidendi

Sections E1 and E2 of the Petition do not disclose conduct of the Company's affairs within the meaning of s.994 Companies Act 2006. The claims regarding entitlement to additional shares and enhanced dividends are personal claims between the Petitioner and Respondent and do not involve the Company or its affairs. There is no pleaded basis that the Company was party to or bound by the alleged agreements. The dividend claims are entirely parasitic on the unestablished shareholding claims. Accordingly, these sections are struck out as disclosing no reasonable grounds for a s.994 claim.

Court Disposition

Application granted in part—sections E1 and E2 of the Petition struck out.

Orders

  • Sections E1 and E2 of the Petition are struck out pursuant to CPR 3.4(2)(a) and (b).
  • Petitioner granted permission to apply to amend the Petition within a specified period, if so advised.