Arrow Nominees v. Blackledge [2000] EWHC Ch 177 (21st January, 2000)

Arrow Nominees v. Blackledge [2000] EWHC Ch 177 (21st January, 2000)

Despite the admitted forgeries and disclosure breaches by the first petitioner, the petitioners are able to present a case for relief under Sections 459 and 461 that does not depend on disputed terms of the 1994 agreements. The claims can proceed on the basis of post-1997 conduct by the respondents in restricting Bodycare's expansion and imposing less favourable terms, and there is no substantial risk that a fair trial cannot be held on these issues. However, the petitioners have not established a prima facie case for a minority buy-out order at this stage.

Citation
[2000] EWHC Ch 177
Parties
Petitioner: Arrow Nominees Inc; Petitioner: Lorraine Blackledge; Respondent: Graham Blackledge; Respondent: Margaret Blackledge; Respondent: GR & MM Blackledge PLC
Jurisdiction
England and Wales
Procedural Posture
Company Petition (section 459/461 Companies Act 1985) / Interlocutory and Preliminary Trial Determination
Outcome
Petitioners' case for relief under Section 459/461 may proceed; no minority buy-out order granted; cross-petition and passing off proceedings to be further considered.
Legal Topics
Unfair Prejudice, Minority Shareholder Rights, Disclosure and Forgery, Section 459 Companies Act 1985, Section 461 Companies Act 1985, Quasi Partnership, Minority Buy Out Order
Company Law Equity Unfair Prejudice Minority Shareholder Rights Disclosure and Forgery Section 459 Companies Act 1985 Section 461 Companies Act 1985 Quasi Partnership +1 more

Case Brief

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Parties

Arrow Nominees Inc

Petitioner

Lorraine Blackledge

Petitioner

Graham Blackledge

Respondent

Margaret Blackledge

Respondent

GR & MM Blackledge PLC

Respondent

Procedural Posture

Company Petition (section 459/461 Companies Act 1985) / Interlocutory and Preliminary Trial Determination

Legal Issues

  1. 1 Whether the petitioners have shown a prima facie case for relief under Section 459/461 of the Companies Act 1985
  2. 2 Whether there is a substantial risk that a fair trial cannot be held due to forgery and disclosure breaches
  3. 3 Whether a minority buy-out order should be made requiring PLC to sell its shares to the petitioners

Ratio Decidendi

Despite the admitted forgeries and disclosure breaches by the first petitioner, the petitioners are able to present a case for relief under Sections 459 and 461 that does not depend on disputed terms of the 1994 agreements. The claims can proceed on the basis of post-1997 conduct by the respondents in restricting Bodycare's expansion and imposing less favourable terms, and there is no substantial risk that a fair trial cannot be held on these issues. However, the petitioners have not established a prima facie case for a minority buy-out order at this stage.

Court Disposition

Petitioners' case for relief under Section 459/461 may proceed; no minority buy-out order granted; cross-petition and passing off proceedings to be further considered.

Orders

  • Petition not struck out; may proceed to trial on limited grounds not dependent on disputed 1994 agreement terms.
  • No minority buy-out order requiring PLC to sell its shares to the petitioners at this stage.