Buckingham Homes Ltd & Anor v Rutter & Ors

Buckingham Homes Ltd & Anor v Rutter & Ors

The Defendants did not breach their duties as directors because the material decisions were either authorised by a valid Special Majority, ratified by acquiescence, or caused no loss to the company. Even if there were technical breaches, the Defendants acted honestly and reasonably, and relief would be granted under section 1157 of the Companies Act 2006.

Parties
Claimant: Buckingham Homes Limited; Claimant: Michael Joseph Ross; Defendant: Peter Malcolm Rutter; Defendant: Alan Robert Gilmore; Defendant: Stephen Gerard Crawford; Defendant: Gary Raymond Symes
Jurisdiction
England and Wales
Judgment Date
12 July 2019
Procedural Posture
Civil Company Law / Judgment After Trial
Outcome
Claim dismissed; judgment for the Defendants.
Legal Topics
Breach of Directors' Duties, Conflict of Interest, Fiduciary Duty, Shareholder Rights, Company Constitution, Relief From Liability, Acquiescence, Ratification, Remedies for Breach of Duty
Company Law Directors' Duties Equity and Trusts Breach of Directors' Duties Conflict of Interest Fiduciary Duty Shareholder Rights Company Constitution +4 more

Case Brief

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Parties

Buckingham Homes Limited

Claimant

Michael Joseph Ross

Claimant

Peter Malcolm Rutter

Defendant

Alan Robert Gilmore

Defendant

Stephen Gerard Crawford

Defendant

Gary Raymond Symes

Defendant

Procedural Posture

Civil Company Law / Judgment After Trial

Legal Issues

  1. 1 Whether the Defendants, as directors, breached their duties to the company in relation to a £150,000 loan to a connected company.
  2. 2 Whether the sale of part of the company's property was unauthorised and caused loss to the company.
  3. 3 Whether the application of £343,231.97 of sale proceeds to discharge liabilities not of the company was a breach of duty.

Ratio Decidendi

The Defendants did not breach their duties as directors because the material decisions were either authorised by a valid Special Majority, ratified by acquiescence, or caused no loss to the company. Even if there were technical breaches, the Defendants acted honestly and reasonably, and relief would be granted under section 1157 of the Companies Act 2006.

Court Disposition

Claim dismissed; judgment for the Defendants.