HEATING TRADE SUPPLIES GROUP LIMITED & Anor v MARK MATTEO & Anor

HEATING TRADE SUPPLIES GROUP LIMITED & Anor v MARK MATTEO & Anor

The money introduced by Mr Baldudak was a loan, not an investment. Mr Matteo is the beneficial owner of 50% of HTS shares, held on trust by Baldudak. The claims of breach of fiduciary duty against Matteo are not proved. Matteo owes HTS £58,956.11 on his director's loan account. His removal as director was unlawful and voidable. The exclusion of Matteo from HTS amounts to unfair prejudice. Baldudak must purchase Matteo's shares at a fair value. Matteo was assaulted by agents of the claimants, who are liable for damages and return of £210. HTS's application for a perpetual injunction is refused.

Parties
Claimant: Heating Trade Supplies Group Limited; Claimant: Mustafa Erdem Baldudak; Defendant: Mark Matteo; Defendant: National Boiler Parts Limited
Jurisdiction
England and Wales
Judgment Date
06 May 2022
Procedural Posture
Civil / Final Judgment
Outcome
Judgment for the respondent on unfair prejudice; share purchase order; damages for assault; partial judgment for claimant on director's loan account; injunction refused.
Legal Topics
Unfair Prejudice, Directors' Duties, Beneficial Ownership, Resulting Trust, Removal of Director, Fiduciary Duty, Director's Loan Account, Injunction, Assault, Share Purchase Order
Company Law Commercial Law Equity Unfair Prejudice Directors' Duties Beneficial Ownership Resulting Trust Removal of Director +5 more

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Parties

Heating Trade Supplies Group Limited

Claimant

Mustafa Erdem Baldudak

Claimant

Mark Matteo

Defendant

National Boiler Parts Limited

Defendant

Procedural Posture

Civil / Final Judgment

Legal Issues

  1. 1 Was the money introduced by Mr Baldudak a loan or investment?
  2. 2 Does Mr Matteo have a beneficial interest in shares in HTS and to what extent?
  3. 3 Did Mr Matteo breach fiduciary or statutory duties as director?

Ratio Decidendi

The money introduced by Mr Baldudak was a loan, not an investment. Mr Matteo is the beneficial owner of 50% of HTS shares, held on trust by Baldudak. The claims of breach of fiduciary duty against Matteo are not proved. Matteo owes HTS £58,956.11 on his director's loan account. His removal as director was unlawful and voidable. The exclusion of Matteo from HTS amounts to unfair prejudice. Baldudak must purchase Matteo's shares at a fair value. Matteo was assaulted by agents of the claimants, who are liable for damages and return of £210. HTS's application for a perpetual injunction is refused.

Court Disposition

Judgment for the respondent on unfair prejudice; share purchase order; damages for assault; partial judgment for claimant on director's loan account; injunction refused.

Orders

  • Mr Baldudak to purchase Mr Matteo's 50% beneficial shareholding in HTS at a price and terms to be determined.
  • Mr Matteo to pay HTS £58,956.11 for director's loan account.