Houldsworth Village Management Company Ltd v Barton [2019] EWHC 3590 (Ch) (10 October 2019)

Houldsworth Village Management Company Ltd v Barton [2019] EWHC 3590 (Ch) (10 October 2019)

The defendant's stated purpose—to contact fellow members to seek a general meeting and propose resolutions to remove and replace directors and the managing agent—was a proper purpose under s.116-117 Companies Act 2006. The claimant failed to discharge the burden of proving impropriety. The court accepted the defendant's undertaking to use the register solely for the stated purpose.

Citation
[2019] EWHC 3590 (Ch)
Parties
Claimant: Houldsworth Village Management Company Limited; Defendant: Keith Barton
Jurisdiction
England and Wales
Judgment Date
10 October 2019
Procedural Posture
Part 8 Claim Under Companies Act 2006 S.117 / Substantive Hearing, Extempore Judgment
Outcome
Claim dismissed
Legal Topics
Inspection of Register of Members, Proper Purpose Test, Shareholder Rights, Management Company Governance
Company Law Property Law Inspection of Register of Members Proper Purpose Test Shareholder Rights Management Company Governance

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Parties

Houldsworth Village Management Company Limited

Claimant

Keith Barton

Defendant

Procedural Posture

Part 8 Claim Under Companies Act 2006 S.117 / Substantive Hearing, Extempore Judgment

Legal Issues

  1. 1 Whether the defendant's request to inspect the register of members was for a proper purpose under s.116-117 Companies Act 2006
  2. 2 Whether seeking to contact members to propose removal of directors and managing agent is a proper purpose

Ratio Decidendi

The defendant's stated purpose—to contact fellow members to seek a general meeting and propose resolutions to remove and replace directors and the managing agent—was a proper purpose under s.116-117 Companies Act 2006. The claimant failed to discharge the burden of proving impropriety. The court accepted the defendant's undertaking to use the register solely for the stated purpose.

Court Disposition

Claim dismissed

Orders

  • Claimant must comply with the defendant's request to inspect the register of members immediately under s.117(5) Companies Act 2006
  • Defendant to use the register solely for the stated purpose as per his undertaking