Bridge v Daley & Ors

Bridge v Daley & Ors

Permission to continue the derivative claim was refused because the claim lacked sufficient merit, disinterested shareholders and the independent board opposed continuation, no prima facie case of breach of duty causing loss to the company was established against the individual directors, and the mandatory bar under section 263(2)(a) Companies Act 2006 applied.

Parties
Claimant: Barrie Peter Bridge; Defendant: Keith Daley; Defendant: John Wilson; Defendant: Noah Franklin; Defendant: Simon Acland; Defendant: Elektron Technology PLC
Jurisdiction
England and Wales
Judgment Date
17 June 2015
Procedural Posture
Derivative Claim / Application for Permission to Continue Derivative Claim
Outcome
Application to continue derivative claim dismissed
Legal Topics
Derivative Actions, Directors' Duties, Shareholder Remedies, Corporate Governance, Costs
Company Law Civil Procedure Derivative Actions Directors' Duties Shareholder Remedies Corporate Governance Costs

Case Brief

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Parties

Barrie Peter Bridge

Claimant

Keith Daley

Defendant

John Wilson

Defendant

Noah Franklin

Defendant

Simon Acland

Defendant

Elektron Technology PLC

Defendant

Procedural Posture

Derivative Claim / Application for Permission to Continue Derivative Claim

Legal Issues

  1. 1 Whether permission should be granted to continue a derivative claim under Companies Act 2006
  2. 2 Whether the claim discloses a prima facie case of breach of duty by directors
  3. 3 Whether disinterested shareholders and independent board support continuation of the claim

Ratio Decidendi

Permission to continue the derivative claim was refused because the claim lacked sufficient merit, disinterested shareholders and the independent board opposed continuation, no prima facie case of breach of duty causing loss to the company was established against the individual directors, and the mandatory bar under section 263(2)(a) Companies Act 2006 applied.

Court Disposition

Application to continue derivative claim dismissed

Orders

  • Mr Bridge to pay costs of proceedings on standard basis up to 1 October, indemnity basis thereafter
  • Interim payment on account of costs: £50,000 to individual defendants, £40,000 to company, payable within 28 days