Shepherd v Williamson & Anor

Mr Shepherd was unjustly excluded from management in a quasi-partnership company, suffered unfair prejudice as a member, and is entitled to have his shares bought by Mr Williamson at fair value as of the date of exclusion.

Parties: Petitioner: Martin Shepherd; Respondent: Michael Roy Williamson; Respondent: Phoenix Contracts (Leicester) Limited
Jurisdiction: England and Wales
Judgment Date: 24 September 2010
Procedural Posture: Petition Under S.994 Companies Act 2006 / Judgment After Trial
Outcome: Petition allowed; unfair prejudice established.
Legal Topics: Unfair Prejudice, Quasi Partnership, Director Duties, Protected Disclosure, Share Valuation, Exclusion From Management

Company Law Employment Law Unfair Prejudice Quasi Partnership Director Duties Protected Disclosure Share Valuation Exclusion From Management

Case Brief

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Full judgment text Downloadable case file Legal principles 4 Authorities cited 14 Party arguments 2 Amounts and remedies 6

Parties

Martin Shepherd

Petitioner

Michael Roy Williamson

Respondent

Phoenix Contracts (Leicester) Limited

Respondent

Procedural Posture

Petition Under S.994 Companies Act 2006 / Judgment After Trial

Legal Issues

1 Whether Mr Shepherd suffered unfair prejudice as a member under s.994 Companies Act 2006
2 Whether the company was a quasi-partnership
3 Whether Mr Shepherd's exclusion from management was unfair

Ratio Decidendi

Court Disposition

Petition allowed; unfair prejudice established.

Orders

Mr Williamson to purchase Mr Shepherd's shares at fair value as of 28 November 2007.
Valuation to be determined by independent valuer.