Wilton UK Ltd & Anor v Shuttleworth & Ors

Wilton UK Ltd & Anor v Shuttleworth & Ors

Permission to continue derivative proceedings is granted, both retrospectively and prospectively, as the claim is substantive, not barred by limitation, and the statutory criteria under s263 Companies Act 2006 are satisfied. The breach of procedural requirements was serious but not abusive, defendants suffered no real prejudice, and costs/funding arrangements protect the company. Retrospective permission is appropriate applying Denton principles.

Parties
Claimant: Wilton UK Limited; Defendant: John Michael Shuttleworth; Defendant: Graham Smith; Defendant: Harry James Banks; Defendant: The Banks Group Limited; Defendant: Banks Mount Oswald Limited
Jurisdiction
England and Wales
Judgment Date
01 May 2018
Procedural Posture
Derivative Claim / Application for Permission to Continue Derivative Proceedings; Retrospective Validation of Procedural Steps
Outcome
Permission granted to continue derivative proceedings, including retrospective validation of procedural steps.
Legal Topics
Derivative Claims, Breach of Fiduciary Duty, Retrospective Permission, Relief From Sanctions, Limitation of Actions, Costs in Derivative Proceedings
Company Law Civil Procedure Derivative Claims Breach of Fiduciary Duty Retrospective Permission Relief From Sanctions Limitation of Actions Costs in Derivative Proceedings

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 6 Authorities cited 17 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Wilton UK Limited

Claimant

John Michael Shuttleworth

Defendant

Graham Smith

Defendant

Harry James Banks

Defendant

The Banks Group Limited

Defendant

Banks Mount Oswald Limited

Defendant

Procedural Posture

Derivative Claim / Application for Permission to Continue Derivative Proceedings; Retrospective Validation of Procedural Steps

Legal Issues

  1. 1 Whether permission should be granted to continue derivative proceedings under s263 Companies Act 2006
  2. 2 Whether retrospective permission should be granted to validate procedural steps taken without court permission
  3. 3 Whether the claim is barred by limitation

Ratio Decidendi

Permission to continue derivative proceedings is granted, both retrospectively and prospectively, as the claim is substantive, not barred by limitation, and the statutory criteria under s263 Companies Act 2006 are satisfied. The breach of procedural requirements was serious but not abusive, defendants suffered no real prejudice, and costs/funding arrangements protect the company. Retrospective permission is appropriate applying Denton principles.

Court Disposition

Permission granted to continue derivative proceedings, including retrospective validation of procedural steps.

Orders

  • Retrospective and prospective permission to continue claim up to completion of disclosure process.
  • Parties to agree form of order; further directions for case management and consequential matters reserved.