Fairford Water Ski Club Ltd v Cohoon & Ors

Fairford Water Ski Club Ltd v Cohoon & Ors

Craig Cohoon, as director, breached fiduciary duties by failing to make adequate disclosure of his interest in the management agreement with Watersports and in the transfer of Plot 11, rendering those transactions voidable and making him accountable for profits received. The management agreement was not properly authorised or ratified, and the transfer of Plot 11 was a substantial property transaction requiring shareholder approval under section 190, which was not obtained. The court found Craig liable to account for net management fees received after 30 October 2011, for the undervalue of Plot 11, and for profits on certain property and unexplained payments. Scott Cohoon and Watersports...

Parties
Claimant: Fairford Water Ski Club Limited; Defendant: Craig Ronald Cohoon; Defendant: Scott Richard Cohoon; Defendant: Jane Louise Cohoon; Defendant: Craig Cohoon Watersports (A Firm)
Jurisdiction
England and Wales
Judgment Date
28 February 2020
Procedural Posture
Civil Commercial / Judgment After Full Trial
Outcome
Judgment for the claimant in part; counterclaim dismissed.
Legal Topics
Directors' Duties, Breach of Fiduciary Duty, Conflict of Interest, Restitution, Limitation of Actions, Section 190 Companies Act 2006, Section 175 Companies Act 2006, Section 1157 Companies Act 2006, Constructive Trusts, Equitable Compensation
Company Law Fiduciary Duties Commercial Law Directors' Duties Breach of Fiduciary Duty Conflict of Interest Restitution Limitation of Actions +5 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 6 Authorities cited 19 Party arguments 2 Amounts and remedies 12
Sign in to unlock

Parties

Fairford Water Ski Club Limited

Claimant

Craig Ronald Cohoon

Defendant

Scott Richard Cohoon

Defendant

Jane Louise Cohoon

Defendant

Craig Cohoon Watersports (A Firm)

Defendant

Procedural Posture

Civil Commercial / Judgment After Full Trial

Legal Issues

  1. 1 Whether the defendants, as directors and/or partners, breached fiduciary duties owed to the claimant company under the Companies Act 2006 and common law;
  2. 2 Whether Watersports was entitled to management fees under an alleged management agreement;
  3. 3 Whether the transfer of Plot 11 to Craig and Jane Cohoon was a substantial property transaction requiring shareholder approval under section 190 of the Companies Act 2006;

Ratio Decidendi

Craig Cohoon, as director, breached fiduciary duties by failing to make adequate disclosure of his interest in the management agreement with Watersports and in the transfer of Plot 11, rendering those transactions voidable and making him accountable for profits received. The management agreement was not properly authorised or ratified, and the transfer of Plot 11 was a substantial property transaction requiring shareholder approval under section 190, which was not obtained. The court found Craig liable to account for net management fees received after 30 October 2011, for the undervalue of Plot 11, and for profits on certain property and unexplained payments. Scott Cohoon and Watersports...

Court Disposition

Judgment for the claimant in part; counterclaim dismissed.

Orders

  • Craig Cohoon to account for net management fees of £15,000 per annum received after 30 October 2011;
  • Craig, Scott, and Watersports jointly and severally liable for certain unexplained payments and specific items as identified;