Schofield v Jones

Schofield v Jones

It is impracticable to hold a general meeting due to the Respondent's refusal to attend, satisfying the jurisdictional threshold under Section 306. The court should exercise its discretion to allow a meeting with a quorum of one, enabling the majority shareholder to exercise the statutory right to remove a director, as there are no class rights and the Respondent's threatened unfair prejudice petition is not a bar to relief.

Parties
Applicant: Peter David Schofield; Respondent: Christopher Stephen Jones
Jurisdiction
England and Wales
Judgment Date
01 April 2019
Procedural Posture
Company Law Application / Ruling on Application for Order Under Section 306 Companies Act 2006
Outcome
Application granted
Legal Topics
Quorum for General Meetings, Removal of Director, Section 306 Companies Act 2006, Shareholder Rights, Unfair Prejudice, Board Deadlock
Company Law Insolvency Quorum for General Meetings Removal of Director Section 306 Companies Act 2006 Shareholder Rights Unfair Prejudice Board Deadlock

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Parties

Peter David Schofield

Applicant

Christopher Stephen Jones

Respondent

Procedural Posture

Company Law Application / Ruling on Application for Order Under Section 306 Companies Act 2006

Legal Issues

  1. 1 Whether it is impracticable to hold a general meeting under Section 306 Companies Act 2006 due to lack of quorum
  2. 2 Whether the court should exercise its discretion to order a meeting with a quorum of one for the purpose of removing a director
  3. 3 Impact of threatened or pending unfair prejudice proceedings on the exercise of discretion under Section 306

Ratio Decidendi

It is impracticable to hold a general meeting due to the Respondent's refusal to attend, satisfying the jurisdictional threshold under Section 306. The court should exercise its discretion to allow a meeting with a quorum of one, enabling the majority shareholder to exercise the statutory right to remove a director, as there are no class rights and the Respondent's threatened unfair prejudice petition is not a bar to relief.

Court Disposition

Application granted

Orders

  • A general meeting of The Sky Wheels Group Limited may be held at which the attendance of one member will constitute a quorum, for the purpose of considering the removal of the Respondent as director.