Unwin v Bond [2020] EWHC 1768 (Comm) (10 July 2020)

Unwin v Bond [2020] EWHC 1768 (Comm) (10 July 2020)

The court found that Mr Bond did not act in good faith in the process leading to Mr Unwin's forced share sale and employment termination, and that the procedural requirements for dismissal and share valuation under the relevant agreements were not properly followed. The invocation of the 'bad leaver' provisions was not justified on the facts.

Citation
[2020] EWHC 1768 (Comm)
Parties
Claimant: John Scott Unwin; Defendant: Christopher Lee Bond
Jurisdiction
England and Wales
Judgment Date
10 July 2020
Procedural Posture
Commercial Claim / Judgment After Trial
Outcome
Judgment for the claimant
Legal Topics
Shareholder Rights, Good Faith in Contractual Performance, Forced Share Sale, Bad Leaver Provisions, Employment Termination Procedures
Company Law Contract Law Employment Law Shareholder Rights Good Faith in Contractual Performance Forced Share Sale Bad Leaver Provisions Employment Termination Procedures

Case Brief

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Parties

John Scott Unwin

Claimant

Christopher Lee Bond

Defendant

Procedural Posture

Commercial Claim / Judgment After Trial

Legal Issues

  1. 1 Whether Mr Unwin was compelled to sell his shares at an artificially low price due to Mr Bond's bad faith conduct
  2. 2 Whether the termination of Mr Unwin's employment was conducted in bad faith and contrary to contractual and procedural requirements
  3. 3 Whether the 'bad leaver' provisions were properly invoked and applied

Ratio Decidendi

The court found that Mr Bond did not act in good faith in the process leading to Mr Unwin's forced share sale and employment termination, and that the procedural requirements for dismissal and share valuation under the relevant agreements were not properly followed. The invocation of the 'bad leaver' provisions was not justified on the facts.

Court Disposition

Judgment for the claimant

Orders

  • The forced sale of Mr Unwin's shares is set aside or to be revalued in accordance with the proper procedure and fair value determination.
  • Damages or compensation to be assessed for losses suffered by Mr Unwin as a result of the bad faith conduct and procedural breaches.