Samuel Metson v David Metson & Ors

Samuel Metson v David Metson & Ors

The conduct of Baker & Metson Limited's affairs was unfairly prejudicial to Sam Metson and other shareholders, specifically through manipulation of voting rights at the 22 July 2020 general meeting, improper disenfranchisement of preference shareholders, unlawful exercise of Trust share votes, and invalid appointment of Andrew Montlake as director. These actions breached directors' duties to act within powers, for proper purposes, and to promote the success of the company for the benefit of members as a whole. The court grants relief including a declaration that Montlake is not a director, orders preventing him from being held out as director, and provision for a shareholders' meeting to...

Parties
Petitioner: Samuel Metson; Respondent: David Metson; Respondent: Andrew Montlake; Respondent: Baker & Metson Limited
Jurisdiction
England and Wales
Judgment Date
26 July 2022
Procedural Posture
Petition Under S.994 Companies Act 2006 / Final Judgment
Outcome
Petition partially upheld; declaration and orders granted; further hearing for board reconstitution if candidates available.
Legal Topics
Unfair Prejudice, Directors' Duties, Shareholder Rights, Board Appointments, Conflicts of Interest, Company Constitution, Voting Rights, Trustee Obligations
Company Law Trusts Law Unfair Prejudice Directors' Duties Shareholder Rights Board Appointments Conflicts of Interest Company Constitution +2 more

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Parties

Samuel Metson

Petitioner

David Metson

Respondent

Andrew Montlake

Respondent

Baker & Metson Limited

Respondent

Procedural Posture

Petition Under S.994 Companies Act 2006 / Final Judgment

Legal Issues

  1. 1 Whether the affairs of Baker & Metson Limited were conducted in a manner unfairly prejudicial to the interests of shareholders under s.994 Companies Act 2006
  2. 2 Validity of Diana Metson's appointment as director
  3. 3 Validity of Andrew Montlake's appointment as director

Ratio Decidendi

The conduct of Baker & Metson Limited's affairs was unfairly prejudicial to Sam Metson and other shareholders, specifically through manipulation of voting rights at the 22 July 2020 general meeting, improper disenfranchisement of preference shareholders, unlawful exercise of Trust share votes, and invalid appointment of Andrew Montlake as director. These actions breached directors' duties to act within powers, for proper purposes, and to promote the success of the company for the benefit of members as a whole. The court grants relief including a declaration that Montlake is not a director, orders preventing him from being held out as director, and provision for a shareholders' meeting to...

Court Disposition

Petition partially upheld; declaration and orders granted; further hearing for board reconstitution if candidates available.

Orders

  • Declaration that Andrew Montlake is not a director of Baker & Metson Limited
  • Order that the company shall not recognize or hold out Montlake as director unless validly appointed