McKillen v Misland (Cyprus) Investments Ltd & Ors (Rev 1) [2012] EWHC 2343 (Ch) (10 August 2012)

McKillen v Misland (Cyprus) Investments Ltd & Ors (Rev 1) [2012] EWHC 2343 (Ch) (10 August 2012)

The court found that the principal claims of unfair prejudice, breach of pre-emption rights, and director duties were not established on the facts or law. The agreements and charges did not trigger pre-emption provisions, no binding oral agreement was proven, and McKillen failed to show he could finance share purchase. Directors did not breach duties, and Sir David Barclay was not a shadow director. The tort claims for conspiracy and inducing breach of contract were not made out. The petition and claim were dismissed.

Citation
[2012] EWHC 2343 (Ch)
Parties
Petitioner/claimant: Patrick McKillen; Respondent/defendant: Misland (Cyprus) Investments Limited; Respondent: Derek Quinlan; Respondent/defendant: Ellerman Corporation Limited; Respondent/defendant: B Overseas Limited; Respondent/defendant: Richard Faber; Respondent/defendant: Michael Seal; Respondent/defendant: Rigel Mowatt; Respondent: Coroin Limited; Defendant: Sir David Rowat Barclay; Defendant: Sir Frederick Hugh Barclay; Defendant: Maybourne Finance Limited; Defendant: The Trustees of the Sir David and Sir Frederick Barclay Family Settlements; Defendant: National Asset Loan Management Limited
Jurisdiction
England and Wales
Judgment Date
10 August 2012
Procedural Posture
Section 994 Companies Act 2006 Petition and Part 7 Tort Claim / Post Trial Judgment
Outcome
Petition and claim dismissed
Legal Topics
Unfair Prejudice, Shareholder Rights, Director Duties, Pre Emption Rights, Conspiracy, Inducing Breach of Contract
Company Law Tort Law Unfair Prejudice Shareholder Rights Director Duties Pre Emption Rights Conspiracy Inducing Breach of Contract

Case Brief

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Parties

Patrick McKillen

Petitioner/claimant

Misland (Cyprus) Investments Limited

Respondent/defendant

Derek Quinlan

Respondent

Ellerman Corporation Limited

Respondent/defendant

B Overseas Limited

Respondent/defendant

Richard Faber

Respondent/defendant

Michael Seal

Respondent/defendant

Rigel Mowatt

Respondent/defendant

Coroin Limited

Respondent

Sir David Rowat Barclay

Defendant

Sir Frederick Hugh Barclay

Defendant

Maybourne Finance Limited

Defendant

The Trustees of the Sir David and Sir Frederick Barclay Family Settlements

Defendant

National Asset Loan Management Limited

Defendant

Procedural Posture

Section 994 Companies Act 2006 Petition and Part 7 Tort Claim / Post Trial Judgment

Legal Issues

  1. 1 Were pre-emption provisions triggered by agreements between Quinlan and Barclay interests?
  2. 2 Was there an oral agreement on 15 January 2011 for sale of Quinlan's shares?
  3. 3 Were pre-emption provisions triggered by enforceable charges over Quinlan's shares?

Ratio Decidendi

The court found that the principal claims of unfair prejudice, breach of pre-emption rights, and director duties were not established on the facts or law. The agreements and charges did not trigger pre-emption provisions, no binding oral agreement was proven, and McKillen failed to show he could finance share purchase. Directors did not breach duties, and Sir David Barclay was not a shadow director. The tort claims for conspiracy and inducing breach of contract were not made out. The petition and claim were dismissed.

Court Disposition

Petition and claim dismissed

Orders

  • No order for sale of shares
  • No damages awarded