Stimpson & Ors v Southern Private Landlords' Association & Ors [2009] EWHC 2072 (Ch) (21 May 2009)

Stimpson & Ors v Southern Private Landlords' Association & Ors [2009] EWHC 2072 (Ch) (21 May 2009)

Permission to continue derivative claim refused because a hypothetical director acting in accordance with s.172 Companies Act 2006 would not seek to continue the claim: only one claim (quoracy issue) is realistically arguable, claim against sixth defendant is speculative, value of claim is modest, litigation costs are disproportionate, claimants acted in bad faith, and interests of members are adequately served by sixth defendant.

Citation
[2009] EWHC 2072 (Ch)
Parties
Claimant/applicant: Michael Stimpson; Claimant/applicant: Maxine Fothergill; Claimant/applicant: Alfred Knight; Claimant/applicant: Shula Rich; Claimant/applicant: Richard Clark; Claimant/applicant: Malcolm Clark; Claimant/applicant: John Pettman; Claimant/applicant: John Thorpe; Claimant/applicant: Andrew Littlewood; Claimant/applicant: Gertrude Byrne; Claimant/applicant: Alan Goss; Defendant/respondent: Southern Private Landlords' Association; Defendant/respondent: Barry Markham; Defendant/respondent: Kenneth Groves; Defendant/respondent: Michael Cohen; Defendant/respondent: Anthony Richard; Defendant/respondent: National Landlords' Association
Jurisdiction
England and Wales
Judgment Date
21 May 2009
Procedural Posture
Derivative Claim and Interim Injunction / Application for Permission to Continue Derivative Claim and Interim Injunction
Outcome
permission refused
Legal Topics
Derivative Proceedings, Director Duties, Fiduciary Duty, Company Constitution, Mergers and Amalgamations, Ratification, Good Faith, Quorum, Constructive Trust
Company Law Corporate Governance Derivative Proceedings Director Duties Fiduciary Duty Company Constitution Mergers and Amalgamations Ratification +3 more

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Parties

Michael Stimpson

Claimant/applicant

Maxine Fothergill

Claimant/applicant

Alfred Knight

Claimant/applicant

Shula Rich

Claimant/applicant

Richard Clark

Claimant/applicant

Malcolm Clark

Claimant/applicant

John Pettman

Claimant/applicant

John Thorpe

Claimant/applicant

Andrew Littlewood

Claimant/applicant

Gertrude Byrne

Claimant/applicant

Alan Goss

Claimant/applicant

Southern Private Landlords' Association

Defendant/respondent

Barry Markham

Defendant/respondent

Kenneth Groves

Defendant/respondent

Michael Cohen

Defendant/respondent

Anthony Richard

Defendant/respondent

National Landlords' Association

Defendant/respondent

Procedural Posture

Derivative Claim and Interim Injunction / Application for Permission to Continue Derivative Claim and Interim Injunction

Legal Issues

  1. 1 Whether permission should be granted to continue a derivative claim under s.261 Companies Act 2006
  2. 2 Whether directors breached fiduciary duties in authorising asset transfer
  3. 3 Whether meetings authorising transfer were quorate

Ratio Decidendi

Permission to continue derivative claim refused because a hypothetical director acting in accordance with s.172 Companies Act 2006 would not seek to continue the claim: only one claim (quoracy issue) is realistically arguable, claim against sixth defendant is speculative, value of claim is modest, litigation costs are disproportionate, claimants acted in bad faith, and interests of members are adequately served by sixth defendant.

Court Disposition

permission refused

Orders

  • Application for permission to continue derivative claim refused.
  • Application for interim injunction not determined.