Sir Henry Royce Memorial Foundation v Hardy [2021] EWHC 714 (Ch) (26 March 2021)

Sir Henry Royce Memorial Foundation v Hardy [2021] EWHC 714 (Ch) (26 March 2021)

The defendant's request was invalid as it did not contain all mandatory information required by s.116(4)(d) Companies Act 2006 at the time of submission; subsequent email did not cure the defect. Even if valid, at least one stated purpose (removal of directors for alleged misconduct in another company) was improper, requiring a no-access order under s.117(3).

Citation
[2021] EWHC 714 (Ch)
Parties
Claimant: Sir Henry Royce Memorial Foundation; Defendant: Mark Gregory Hardy
Jurisdiction
England and Wales
Judgment Date
26 March 2021
Procedural Posture
Claim Under CPR Part 8 (companies Act 2006 S.117) / Trial
Outcome
Claimant succeeds; no-access order granted.
Legal Topics
Register of Members, Proper Purpose Test, Disclosure of Information, Annual General Meeting, Director Removal
Company Law Charity Law Register of Members Proper Purpose Test Disclosure of Information Annual General Meeting Director Removal

Case Brief

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Parties

Sir Henry Royce Memorial Foundation

Claimant

Mark Gregory Hardy

Defendant

Procedural Posture

Claim Under CPR Part 8 (companies Act 2006 S.117) / Trial

Legal Issues

  1. 1 Was the defendant's request under s.116 Companies Act 2006 valid?
  2. 2 Did the request state a proper purpose under s.117?
  3. 3 Can an invalid request be cured by subsequent communication?

Ratio Decidendi

The defendant's request was invalid as it did not contain all mandatory information required by s.116(4)(d) Companies Act 2006 at the time of submission; subsequent email did not cure the defect. Even if valid, at least one stated purpose (removal of directors for alleged misconduct in another company) was improper, requiring a no-access order under s.117(3).

Court Disposition

Claimant succeeds; no-access order granted.

Orders

  • Company not required to comply with defendant's request for register of members under s.116 Companies Act 2006.
  • Draft memorandum of order to be submitted for approval.