Ashdown & Ors v Griffin & Ors [2017] EWHC 2601 (Ch) (19 October 2017)

Ashdown & Ors v Griffin & Ors [2017] EWHC 2601 (Ch) (19 October 2017)

The shares held by the petitioners in Addbins Ltd as at 12 February 2015 had no value, as hypothetical sponsorship income minus operational costs, directors' loan, and winding-up costs resulted in a nil or negative outcome; thus, the first respondent must purchase the petitioners' shares for nil consideration.

Citation
[2017] EWHC 2601 (Ch)
Parties
Petitioner: David Ashdown; Petitioner: James Pugh; Petitioner: Alex Furness-Smith; Respondent: John Patrick Griffin; Respondent: Daryl Forster; Respondent: Peter Christopher Ingram; Respondent: Kieran Griffin; Respondent: Addbins Limited; Respondent: Liam Griffin
Jurisdiction
England and Wales
Judgment Date
19 October 2017
Procedural Posture
Companies Act 2006 Section 994 Petition / Trial as to Quantum Following Liability Judgment
Outcome
Petitioners' shares to be acquired by first respondent for nil consideration.
Legal Topics
Unfair Prejudice, Share Valuation, Directors' Duties, Minority Shareholder Rights
Company Law Equity Unfair Prejudice Share Valuation Directors' Duties Minority Shareholder Rights

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 2 Authorities cited 7 Party arguments 2 Amounts and remedies 6
Sign in to unlock

Parties

David Ashdown

Petitioner

James Pugh

Petitioner

Alex Furness-Smith

Petitioner

John Patrick Griffin

Respondent

Daryl Forster

Respondent

Peter Christopher Ingram

Respondent

Kieran Griffin

Respondent

Addbins Limited

Respondent

Liam Griffin

Respondent

Procedural Posture

Companies Act 2006 Section 994 Petition / Trial as to Quantum Following Liability Judgment

Legal Issues

  1. 1 Valuation of shares in unfair prejudice proceedings
  2. 2 Appropriate adjustments for unfairly prejudicial conduct
  3. 3 Deduction of directors' loan

Ratio Decidendi

The shares held by the petitioners in Addbins Ltd as at 12 February 2015 had no value, as hypothetical sponsorship income minus operational costs, directors' loan, and winding-up costs resulted in a nil or negative outcome; thus, the first respondent must purchase the petitioners' shares for nil consideration.

Court Disposition

Petitioners' shares to be acquired by first respondent for nil consideration.

Orders

  • Order that first respondent acquire petitioners' shares for nil consideration.