Allmark v Burnham & Anor [2005] EWHC 2717 (Ch) (30 November 2005)

Allmark v Burnham & Anor [2005] EWHC 2717 (Ch) (30 November 2005)

Mr Burnham's conduct in excluding Mr Allmark from management, failing to provide agreed information, transferring assets and business to his own entity without proper accounting or consideration, and breaching agreements regarding accounts and audit constituted unfairly prejudicial conduct under s.459 Companies Act 1985 and breaches of fiduciary duty.

Citation
[2005] EWHC 2717 (Ch)
Parties
Petitioner: Albert Joseph Frank Allmark; Respondent: Ervel Curt Burnham; Respondent: Distinct Services Limited
Jurisdiction
England and Wales
Judgment Date
30 November 2005
Procedural Posture
Companies Act 1985 Part XVII Petition / Final Judgment After Trial
Outcome
Petition upheld; relief granted for unfair prejudice.
Legal Topics
Unfair Prejudice, Directors' Duties, Shareholder Disputes, Valuation of Shares, Fiduciary Obligations
Company Law Unfair Prejudice Directors' Duties Shareholder Disputes Valuation of Shares Fiduciary Obligations

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Parties

Albert Joseph Frank Allmark

Petitioner

Ervel Curt Burnham

Respondent

Distinct Services Limited

Respondent

Procedural Posture

Companies Act 1985 Part XVII Petition / Final Judgment After Trial

Legal Issues

  1. 1 Whether conduct of Mr Burnham and DSL was unfairly prejudicial to Mr Allmark's interests as shareholder and director
  2. 2 Whether Mr Burnham breached fiduciary duties to DSL and Mr Allmark
  3. 3 Proper valuation of Mr Allmark's shares and loan

Ratio Decidendi

Mr Burnham's conduct in excluding Mr Allmark from management, failing to provide agreed information, transferring assets and business to his own entity without proper accounting or consideration, and breaching agreements regarding accounts and audit constituted unfairly prejudicial conduct under s.459 Companies Act 1985 and breaches of fiduciary duty.

Court Disposition

Petition upheld; relief granted for unfair prejudice.

Orders

  • Mr Burnham to purchase Mr Allmark's shares at a fair value determined by expert evidence
  • Mr Burnham to repay Mr Allmark's director loan with agreed interest