Horlick v Taylor & Ors

Horlick v Taylor & Ors

There is a sufficiently strong case that the respondents breached the duty of utmost good faith by giving only minimum notice for a meeting to pass fundamental amendments after diluting members' interests without prior notice. The balance of convenience favours granting an injunction, as damages would not be an adequate remedy and the risks of delay are exaggerated.

Parties
Applicant: Nicola Horlick; First Respondent: Matthew Peter Taylor; Second Respondent: Andrew Green; Third Respondent: Elizabeth Orbell; Fourth Respondent: Rockpool Investments LLP
Jurisdiction
England and Wales
Judgment Date
22 February 2018
Procedural Posture
Injunction Application / Interlocutory (interim) Application for Injunction
Outcome
Injunction granted
Legal Topics
Injunctions, Good Faith Obligations, Company Meetings, Shareholder/member Rights, LLP Deeds
Company Law Equity and Trusts Injunctions Good Faith Obligations Company Meetings Shareholder/member Rights LLP Deeds

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Parties

Nicola Horlick

Applicant

Matthew Peter Taylor

First Respondent

Andrew Green

Second Respondent

Elizabeth Orbell

Third Respondent

Rockpool Investments LLP

Fourth Respondent

Procedural Posture

Injunction Application / Interlocutory (interim) Application for Injunction

Legal Issues

  1. 1 Whether the respondents breached the duty of utmost good faith under clause 16.1.2 of the LLP deed by calling a meeting on minimum notice to pass significant amendments and after diluting existing members' interests without notice
  2. 2 Whether an interlocutory injunction should be granted to restrain the meeting

Ratio Decidendi

There is a sufficiently strong case that the respondents breached the duty of utmost good faith by giving only minimum notice for a meeting to pass fundamental amendments after diluting members' interests without prior notice. The balance of convenience favours granting an injunction, as damages would not be an adequate remedy and the risks of delay are exaggerated.

Court Disposition

Injunction granted

Orders

  • The meeting scheduled for 10am the following day shall not take place.
  • No meeting to consider the proposed amendments shall be arranged to take place earlier than 28 days from the date of the order.