Robert Glew & Denton And Co Trustees Ltd & Anor v Matossian-Rogers & Ors

Robert Glew & Denton And Co Trustees Ltd & Anor v Matossian-Rogers & Ors

Permission to continue the derivative claim is refused because the claimants failed to demonstrate that the claim would place the company in a significantly better position, the claim lacks substantial value or importance, the company cannot fund litigation, and no reasonable director acting in accordance with s.172 Companies Act 2006 would pursue the claim.

Parties
Claimant: Robert Glew & Denton and Co Trustees Limited; Claimant: Nicholas Henderson & Denton and Co Trustees Limited; Defendant: Dr Arpi Matossian-Rogers; Defendant: Yvonne Pambakian; Defendant: Amro Biotech PLC
Jurisdiction
England and Wales
Judgment Date
22 November 2019
Procedural Posture
Derivative Claim / Application for Permission to Continue as Derivative Claim
Outcome
permission refused
Legal Topics
Derivative Claims, Director Duties, Patent Ownership, Breach of Fiduciary Duty, Corporate Governance
Company Law Intellectual Property Law Derivative Claims Director Duties Patent Ownership Breach of Fiduciary Duty Corporate Governance

Case Brief

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Parties

Robert Glew & Denton and Co Trustees Limited

Claimant

Nicholas Henderson & Denton and Co Trustees Limited

Claimant

Dr Arpi Matossian-Rogers

Defendant

Yvonne Pambakian

Defendant

Amro Biotech PLC

Defendant

Procedural Posture

Derivative Claim / Application for Permission to Continue as Derivative Claim

Legal Issues

  1. 1 Whether permission should be granted to continue a derivative claim on behalf of Amro Biotech PLC against directors for alleged breach of duty regarding intellectual property ownership and licensing.
  2. 2 Whether the 2005 and 2014 patents and improvements are property of the company or Dr Rogers.
  3. 3 Whether changes in the 2016 Patent Licence Agreement constitute breach of director duties.

Ratio Decidendi

Permission to continue the derivative claim is refused because the claimants failed to demonstrate that the claim would place the company in a significantly better position, the claim lacks substantial value or importance, the company cannot fund litigation, and no reasonable director acting in accordance with s.172 Companies Act 2006 would pursue the claim.

Court Disposition

permission refused

Orders

  • Permission to continue the derivative claim is refused.
  • Dr Rogers to provide an undertaking regarding royalty calculation under the 2016 Patent Licence Agreement.