Destiny Investments (1993) Ltd & Anor v TH Holdings Ltd & Ors Re TPD Investments Ltd

Destiny Investments (1993) Ltd & Anor v TH Holdings Ltd & Ors Re TPD Investments Ltd

The Petitioners were unfairly prejudiced by the conduct of TPD's affairs as conceded by the Respondents, entitling them to an order for the purchase of their shares at fair value without a minority discount. However, there was no concealment or unfair prejudice arising from Loan D or its security, and no basis to increase the Petitioners' notional shareholding. The fair value of the shares is to be determined on a net asset value basis, with appropriate adjustments as set out in the judgment. No personal liability attaches to Mr Matyas or Dr Wojakovski.

Parties
Petitioner/defendant: Destiny Investments (1993) Ltd; Petitioner/defendant: Property and Building Corporation Ltd; Respondent/claimant: TH Holdings Ltd (formerly Tonstate (Hotels) Ltd); Respondent/claimant: TPD Investments Ltd; Respondent: Mr Arthur Matyas; Respondent: Dr Edward Wojakovski; Respondent: Mr Norman Smith; Respondent: Mrs Ray Robertson
Jurisdiction
England and Wales
Judgment Date
31 March 2017
Procedural Posture
Unfair Prejudice Petition and Part 7 Claim / Judgment After Trial; Remedies Hearing Following Concessions and Partial Settlement
Outcome
Petition allowed in part; order for purchase of Petitioners' shares at fair value; no increase in notional shareholding; no personal liability for individual respondents.
Legal Topics
Unfair Prejudice, Shareholder Remedies, Fiduciary Duties, Valuation of Shares, Joint Venture Disputes
Company Law Equity Unfair Prejudice Shareholder Remedies Fiduciary Duties Valuation of Shares Joint Venture Disputes

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Parties

Destiny Investments (1993) Ltd

Petitioner/defendant

Property and Building Corporation Ltd

Petitioner/defendant

TH Holdings Ltd (formerly Tonstate (Hotels) Ltd)

Respondent/claimant

TPD Investments Ltd

Respondent/claimant

Mr Arthur Matyas

Respondent

Dr Edward Wojakovski

Respondent

Mr Norman Smith

Respondent

Mrs Ray Robertson

Respondent

Procedural Posture

Unfair Prejudice Petition and Part 7 Claim / Judgment After Trial; Remedies Hearing Following Concessions and Partial Settlement

Legal Issues

  1. 1 Whether the conduct of TPD's affairs was unfairly prejudicial to the Petitioners under section 994 Companies Act 2006
  2. 2 Whether Loan D and its security were concealed and/or caused unfair prejudice
  3. 3 Whether the Petitioners' notional shareholding should be increased as a remedy

Ratio Decidendi

The Petitioners were unfairly prejudiced by the conduct of TPD's affairs as conceded by the Respondents, entitling them to an order for the purchase of their shares at fair value without a minority discount. However, there was no concealment or unfair prejudice arising from Loan D or its security, and no basis to increase the Petitioners' notional shareholding. The fair value of the shares is to be determined on a net asset value basis, with appropriate adjustments as set out in the judgment. No personal liability attaches to Mr Matyas or Dr Wojakovski.

Court Disposition

Petition allowed in part; order for purchase of Petitioners' shares at fair value; no increase in notional shareholding; no personal liability for individual respondents.

Orders

  • Tonstate to purchase the Petitioners' shares in TPD at fair value to be determined as per the judgment, without minority discount.
  • Repayment of shareholder loans with interest at 6% per annum until payment.