Dodson & Anor v Shield & Ors (Re International Automotive Engineering Projects Ltd) [2022] EWHC 3398 (Ch) (22 November 2022)

Dodson & Anor v Shield & Ors (Re International Automotive Engineering Projects Ltd) [2022] EWHC 3398 (Ch) (22 November 2022)

All four grounds of appeal lack reasonable prospects of success as they are either matters of fact or do not disclose errors of law; the existence of a shareholder agreement does not preclude a quasi-partnership; the appropriate valuation date is 28 April 2015, when unfair prejudice crystallised; no discount should be applied to the valuation of the Petitioners' shares as this is a quasi-partnership case; a stay of proceedings is appropriate pending the outcome of any appeal due to the risk of wasted expert work and the short likely delay.

Citation
[2022] EWHC 3398 (Ch)
Parties
Petitioner: Kevin Geoffrey Dodson; Petitioner: Murry Dodson; Respondent: Christopher Richard Shield; Respondent: Charles Cattaneo; Respondent: David Keith Cotterill; Respondent: Alan David Cotterill; Respondent: Neil John Collins; Respondent: Nicholas Harman Coulborn; Respondent: John William Rock; Respondent: International Automotive Engineering Projects Limited
Jurisdiction
England and Wales
Judgment Date
22 November 2022
Procedural Posture
Company/unfair Prejudice Petition / Application for Permission to Appeal and Related Case Management
Outcome
Permission to appeal refused; stay of proceedings granted pending outcome of any appeal; no discount to be applied to share valuation; valuation date fixed at 28 April 2015.
Legal Topics
Unfair Prejudice, Quasi Partnership, Valuation of Shares, Fiduciary Duties, Stay of Proceedings, Discount on Minority Shareholding
Company Law Insolvency Unfair Prejudice Quasi Partnership Valuation of Shares Fiduciary Duties Stay of Proceedings Discount on Minority Shareholding

Case Brief

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Parties

Kevin Geoffrey Dodson

Petitioner

Murry Dodson

Petitioner

Christopher Richard Shield

Respondent

Charles Cattaneo

Respondent

David Keith Cotterill

Respondent

Alan David Cotterill

Respondent

Neil John Collins

Respondent

Nicholas Harman Coulborn

Respondent

John William Rock

Respondent

International Automotive Engineering Projects Limited

Respondent

Procedural Posture

Company/unfair Prejudice Petition / Application for Permission to Appeal and Related Case Management

Legal Issues

  1. 1 Whether permission to appeal should be granted on four grounds relating to findings of quasi-partnership, diversion of project, breach of fiduciary duty, and technical library valuation; Whether a stay of proceedings should be granted pending appeal; Appropriate valuation date for shares; Whether a discount should be applied to the valuation of minority shareholding

Ratio Decidendi

All four grounds of appeal lack reasonable prospects of success as they are either matters of fact or do not disclose errors of law; the existence of a shareholder agreement does not preclude a quasi-partnership; the appropriate valuation date is 28 April 2015, when unfair prejudice crystallised; no discount should be applied to the valuation of the Petitioners' shares as this is a quasi-partnership case; a stay of proceedings is appropriate pending the outcome of any appeal due to the risk of wasted expert work and the short likely delay.

Court Disposition

Permission to appeal refused; stay of proceedings granted pending outcome of any appeal; no discount to be applied to share valuation; valuation date fixed at 28 April 2015.

Orders

  • Permission to appeal refused on all four grounds.
  • Stay of proceedings at first instance granted pending outcome of any appeal.