Graham v Every & Ors

Graham v Every & Ors

The court held that the judge was correct not to strike out the whole petition but wrong to strike out the 'understanding' and 'non-compliant share purchase' allegations, as they were sufficiently pleaded and may involve unfairly prejudicial conduct when properly particularised. The offer to buy out Mr Graham's shares was not reasonable under established guidelines, and the lack of particulars did not yet warrant strike-out, provided further particulars are given.

Parties
Appellant: Jason Lorimer Graham; Respondent: Simon Every; Respondent: Frederick Olsson; Respondent: Alexander De Pommes; Respondent: Nigel Carande; Respondent: David Rymer
Jurisdiction
England and Wales
Judgment Date
27 February 2014
Procedural Posture
Civil Appeal / Appeal From Chancery Division, Strike Out Application
Outcome
Appeal allowed in part, cross-appeal dismissed, permission to appeal costs order refused.
Legal Topics
Unfair Prejudice, Quasi Partnership, Shareholder Remedies, Strike Out Applications, Pleadings, Disclosure, Pre Emption Rights
Company Law Civil Procedure Unfair Prejudice Quasi Partnership Shareholder Remedies Strike Out Applications Pleadings Disclosure +1 more

Case Brief

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Parties

Jason Lorimer Graham

Appellant

Simon Every

Respondent

Frederick Olsson

Respondent

Alexander De Pommes

Respondent

Nigel Carande

Respondent

David Rymer

Respondent

Procedural Posture

Civil Appeal / Appeal From Chancery Division, Strike Out Application

Legal Issues

  1. 1 Whether certain allegations in the petition should be struck out for lack of particularity or legal basis
  2. 2 Whether breach of pre-emption agreement constitutes unfair prejudice under section 994 Companies Act 2006
  3. 3 Whether the offer to buy out shares was reasonable and justified striking out the petition

Ratio Decidendi

The court held that the judge was correct not to strike out the whole petition but wrong to strike out the 'understanding' and 'non-compliant share purchase' allegations, as they were sufficiently pleaded and may involve unfairly prejudicial conduct when properly particularised. The offer to buy out Mr Graham's shares was not reasonable under established guidelines, and the lack of particulars did not yet warrant strike-out, provided further particulars are given.

Court Disposition

Appeal allowed in part, cross-appeal dismissed, permission to appeal costs order refused.

Orders

  • Set aside judge's order striking out paragraphs 5(g), (h), (j) and 24-26 of the petition.
  • Petition to be further amended to reflect court's order.