NBH Ltd & Anor v Hoare & Ors

NBH Ltd & Anor v Hoare & Ors

Claim 1 fails because the J and W assets transaction was approved by Mr Hoare as sole shareholder under the Duomatic principle, and was financially advantageous to HWM; claims 2 and 3 fail because there is no evidence of fraudulent conspiracy, improper payments were for uninvoiced infrastructure works, and responsibility for falsified accounting records is not established against the defendants.

Parties
Claimant: NBH Limited; Claimant: NBH Group Limited; Defendant: Kevin Peter Hoare; Defendant: Richard George Hazell; Defendant: Karin Margarete Hardman
Jurisdiction
England and Wales
Judgment Date
30 January 2006
Procedural Posture
Civil / Final Judgment
Outcome
claims dismissed
Legal Topics
Directors' Duties, Substantial Property Transactions, Fiduciary Duty, Fraud, Conspiracy, Inter Company Trading, Accounting Records
Company Law Commercial Law Directors' Duties Substantial Property Transactions Fiduciary Duty Fraud Conspiracy Inter Company Trading +1 more

Case Brief

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Parties

NBH Limited

Claimant

NBH Group Limited

Claimant

Kevin Peter Hoare

Defendant

Richard George Hazell

Defendant

Karin Margarete Hardman

Defendant

Procedural Posture

Civil / Final Judgment

Legal Issues

  1. 1 Whether Mr Hoare is liable under ss.320 and 322 of the Companies Act 1985 for the sale of the J and W assets to HWM
  2. 2 Whether the defendants conspired fraudulently to divert HWM funds to HHHL companies
  3. 3 Whether improper payments were made by HWM to HHHL companies without consideration

Ratio Decidendi

Claim 1 fails because the J and W assets transaction was approved by Mr Hoare as sole shareholder under the Duomatic principle, and was financially advantageous to HWM; claims 2 and 3 fail because there is no evidence of fraudulent conspiracy, improper payments were for uninvoiced infrastructure works, and responsibility for falsified accounting records is not established against the defendants.

Court Disposition

claims dismissed