Schofield v Jones [2019] EWHC 803 (Ch) (01 April 2019)

Schofield v Jones [2019] EWHC 803 (Ch) (01 April 2019)

It is impracticable to hold a general meeting due to the Respondent's refusal to attend, and the statutory policy favouring the majority's right to remove a director outweighs the Respondent's objections. The existence of threatened unfair prejudice proceedings does not preclude relief under Section 306. The court exercises its discretion to order a meeting with a quorum of one to allow the company to proceed with business, including the removal of the Respondent as director.

Citation
[2019] EWHC 803 (Ch)
Parties
Applicant: Peter David Schofield; Respondent: Christopher Stephen Jones
Jurisdiction
England and Wales
Judgment Date
01 April 2019
Procedural Posture
Company Law Application / Judgment on Application for Order Under Section 306 Companies Act 2006
Outcome
Application granted
Legal Topics
Section 306 Companies Act 2006, Quorum for General Meetings, Director Removal, Shareholder Rights, Unfair Prejudice (section 994)
Company Law Insolvency Section 306 Companies Act 2006 Quorum for General Meetings Director Removal Shareholder Rights Unfair Prejudice (section 994)

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Parties

Peter David Schofield

Applicant

Christopher Stephen Jones

Respondent

Procedural Posture

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

Legal Issues

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

Ratio Decidendi

It is impracticable to hold a general meeting due to the Respondent's refusal to attend, and the statutory policy favouring the majority's right to remove a director outweighs the Respondent's objections. The existence of threatened unfair prejudice proceedings does not preclude relief under Section 306. The court exercises its discretion to order a meeting with a quorum of one to allow the company to proceed with business, including the removal of the Respondent as director.

Court Disposition

Application granted

Orders

  • Order under Section 306 Companies Act 2006 that a general meeting of The Sky Wheels Group Limited be held at which the attendance of one member will constitute a quorum.