SDI Retail Services Ltd v King & Ors

SDI Retail Services Ltd v King & Ors

Permission to continue the derivative claim is granted because the claim arises from alleged breaches of fiduciary duty by conflicted directors, the Company’s sole business is at risk, the hypothetical director would continue the claim, and the shareholder agreement does not bar derivative proceedings.

Parties
Claimant: SDI Retail Services Ltd; Defendant: David King; Defendant: Paul Murray; Defendant: The Rangers Football Club Limited; Defendant: Rangers Retail Limited
Jurisdiction
England and Wales
Judgment Date
06 April 2017
Procedural Posture
Derivative Claim / Application for Permission to Continue Derivative Action
Outcome
Permission granted to SDI to continue the derivative action.
Legal Topics
Derivative Actions, Fiduciary Duties, Shareholder Agreements, Breach of Contract, Corporate Governance
Company Law Contract Law Derivative Actions Fiduciary Duties Shareholder Agreements Breach of Contract Corporate Governance

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 5 Authorities cited 10 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

SDI Retail Services Ltd

Claimant

David King

Defendant

Paul Murray

Defendant

The Rangers Football Club Limited

Defendant

Rangers Retail Limited

Defendant

Procedural Posture

Derivative Claim / Application for Permission to Continue Derivative Action

Legal Issues

  1. 1 Whether SDI may continue a derivative claim on behalf of Rangers Retail Ltd against directors and TRFC for breach of fiduciary duty and contract
  2. 2 Whether the purported termination of the IPLA was valid
  3. 3 Whether directors acted in conflict of interest

Ratio Decidendi

Permission to continue the derivative claim is granted because the claim arises from alleged breaches of fiduciary duty by conflicted directors, the Company’s sole business is at risk, the hypothetical director would continue the claim, and the shareholder agreement does not bar derivative proceedings.

Court Disposition

Permission granted to SDI to continue the derivative action.

Orders

  • SDI granted permission to continue the action
  • Court prepared to hear submissions on costs unless parties agree