Jackson v Dear & Anor [2012] EWHC 2060 (Ch) (25 July 2012)

Jackson v Dear & Anor [2012] EWHC 2060 (Ch) (25 July 2012)

The Agreement, properly construed, contained an implied term that the defendants would not take steps to remove Mr Jackson as director of TFG between AGMs unless a Termination Event occurred, and clause 7 required the defendants to take lawful steps to avoid such removal or to absolve themselves from any fiduciary...

Source-derived case information.

Citation
[2012] EWHC 2060 (Ch)
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 (chancery Division) / Trial of Preliminary Issues
Outcome
Declaratory relief granted in favour of the claimant on both preliminary issues.
Legal Topics
Implied Terms in Contracts, Directors' Removal, Shareholder Agreements, Interpretation of Contracts, Fiduciary Duties, Articles of Association
Contract Law Company Law Implied Terms in Contracts Directors' Removal Shareholder Agreements Interpretation of Contracts Fiduciary Duties Articles of Association

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Parties

Alexander Edward Jackson

Claimant

Patrick Giles Gauntlet Dear

Defendant

Reade Eugene Griffith

Defendant

Procedural Posture

Civil (chancery Division) / Trial of Preliminary Issues

Legal Issues

  1. 1 Whether the Agreement contained an implied term preventing removal of Mr Jackson as director between AGMs absent a Termination Event
  2. 2 Whether clause 7 of the Agreement required the parties to take steps to prevent or disapply article 88(e) of TFG's articles against Mr Jackson

Ratio Decidendi

The Agreement, properly construed, contained an implied term that the defendants would not take steps to remove Mr Jackson as director of TFG between AGMs unless a Termination Event occurred, and clause 7 required the defendants to take lawful steps to avoid such removal or to absolve themselves from any fiduciary conflict, including not invoking article 88(e) or amending the articles if necessary.

Court Disposition

Declaratory relief granted in favour of the claimant on both preliminary issues.

Orders

  • Declaration that the defendants are contractually obliged not to take steps to remove Mr Jackson as director of TFG between AGMs unless a Termination Event occurs.
  • Declaration that the defendants are required, pursuant to clause 7, to take lawful steps to avoid or absolve themselves from any fiduciary duty to remove Mr Jackson, including not invoking article 88(e) or amending the articles if necessary.