Jackson v Dear & Anor

Jackson v Dear & Anor

The Agreement, properly construed, obliges the defendants not to take steps to remove Mr Jackson as director of TFG between AGMs unless a Termination Event occurs, including not invoking article 88(e) or other powers, and to take lawful steps to absolve themselves from any fiduciary duty to concur in such removal, as required by clause 7.

Parties
Claimant: Alexander Edward Jackson; Defendant: Patrick Giles Gauntlet Dear; Defendant: Reade Eugene Griffith
Jurisdiction
England and Wales
Judgment Date
25 July 2012
Procedural Posture
Civil / Trial of Preliminary Issues
Outcome
Declaration in favour of claimant's interpretation of the Agreement; defendants obliged not to remove Mr Jackson absent a Termination Event and to take steps to avoid breach of fiduciary duty.
Legal Topics
Implied Terms, Directors' Removal, Interpretation of Contracts, Fiduciary Duties
Contract Law Company Law Implied Terms Directors' Removal Interpretation of Contracts Fiduciary Duties

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Parties

Alexander Edward Jackson

Claimant

Patrick Giles Gauntlet Dear

Defendant

Reade Eugene Griffith

Defendant

Procedural Posture

Civil / Trial of Preliminary Issues

Legal Issues

  1. 1 Whether the Agreement impliedly prohibits removal of Mr Jackson as director of TFG between AGMs absent a Termination Event
  2. 2 Whether clause 7 of the Agreement requires parties not to invoke article 88(e) or other powers to remove Mr Jackson and to amend TFG's articles accordingly

Ratio Decidendi

The Agreement, properly construed, obliges the defendants not to take steps to remove Mr Jackson as director of TFG between AGMs unless a Termination Event occurs, including not invoking article 88(e) or other powers, and to take lawful steps to absolve themselves from any fiduciary duty to concur in such removal, as required by clause 7.

Court Disposition

Declaration in favour of claimant's interpretation of the Agreement; defendants obliged not to remove Mr Jackson absent a Termination Event and to take steps to avoid breach of fiduciary duty.