Manolete Partners PLC v Brown & Ors (Re New Line Polymers Ltd) [2025] EWHC 522 (Ch) (14 March 2025)

Manolete Partners PLC v Brown & Ors (Re New Line Polymers Ltd) [2025] EWHC 522 (Ch) (14 March 2025)

The Browns were not liable for breach of duty or unjust enrichment regarding company card usage and direct payments, as evidence showed cards were used for business purposes by multiple staff and payments were not proven to be for personal benefit. No liability for transactions at an undervalue as the applicant failed to prove payments were not for proper company purposes. Mr Brown was not liable for failure to deliver up company records, as he resigned and left records at the premises, and subsequent loss was not attributable to him.

Citation
[2025] EWHC 522 (Ch)
Parties
Applicant: Manolete Partners PLC; First Respondent: Graham Dowell Brown; Second Respondent: Hussein Usam Al-Uzri; Third Respondent: Thomas Graham Brown; Fourth Respondent: Toni Constance Brown; Fifth Respondent: Paul Andrew Bennett
Jurisdiction
England and Wales
Judgment Date
14 March 2025
Procedural Posture
Insolvency Application and Part 7 Claim / Trial Judgment
Outcome
Claims dismissed
Legal Topics
Directors' Duties, Breach of Fiduciary Duty, Transactions at Undervalue, Unjust Enrichment, Company Records, Liquidation
Company Law Insolvency Law Directors' Duties Breach of Fiduciary Duty Transactions at Undervalue Unjust Enrichment Company Records Liquidation

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Parties

Manolete Partners PLC

Applicant

Graham Dowell Brown

First Respondent

Hussein Usam Al-Uzri

Second Respondent

Thomas Graham Brown

Third Respondent

Toni Constance Brown

Fourth Respondent

Paul Andrew Bennett

Fifth Respondent

Procedural Posture

Insolvency Application and Part 7 Claim / Trial Judgment

Legal Issues

  1. 1 Whether the Browns breached directors' duties under Companies Act 2006
  2. 2 Whether payments and use of company credit/debit cards constituted breach of duty or unjust enrichment
  3. 3 Whether certain payments constituted transactions at an undervalue under Insolvency Act 1986

Ratio Decidendi

The Browns were not liable for breach of duty or unjust enrichment regarding company card usage and direct payments, as evidence showed cards were used for business purposes by multiple staff and payments were not proven to be for personal benefit. No liability for transactions at an undervalue as the applicant failed to prove payments were not for proper company purposes. Mr Brown was not liable for failure to deliver up company records, as he resigned and left records at the premises, and subsequent loss was not attributable to him.

Court Disposition

Claims dismissed

Orders

  • No order for repayment by the Browns
  • No order for delivery up of company records