Richardson & Anor v Blackmore

Richardson & Anor v Blackmore

The Court held that the sale of shares by Mr Richardson and Mr Wheeler to a third party and the exclusion of Mr Blackmore from management were unfairly prejudicial under section 459. Mr Blackmore's forgery of a letter, while serious, did not have a sufficient connection to the relief sought to justify refusing relief under section 461. The £60,000 paid into court by the company belonged to the company and could not be used to satisfy the liability of other respondents for the purchase of shares.

Parties
Appellant: Phillip Kenneth Richardson; Appellant: William Raymond Wheeler; Appellant: Capital Cabs Limited; Respondent: Richard John Blackmore
Jurisdiction
England and Wales
Judgment Date
25 November 2005
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal by Mr Richardson and Mr Wheeler dismissed; appeal by Capital Cabs Limited allowed in part.
Legal Topics
Unfair Prejudice, Quasi Partnership, Directors' Duties, Shareholder Remedies, Clean Hands Doctrine, Section 459 Companies Act 1985, Section 461 Companies Act 1985, Section 151 Companies Act 1985
Company Law Equity Unfair Prejudice Quasi Partnership Directors' Duties Shareholder Remedies Clean Hands Doctrine Section 459 Companies Act 1985 +2 more

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Parties

Phillip Kenneth Richardson

Appellant

William Raymond Wheeler

Appellant

Capital Cabs Limited

Appellant

Richard John Blackmore

Respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether the conduct of Mr Richardson and Mr Wheeler in selling their shares to a third party was unfairly prejudicial to Mr Blackmore under section 459 of the Companies Act 1985.
  2. 2 Whether Mr Blackmore's forgery of a letter disentitled him to relief under the clean hands doctrine or section 461 discretion.
  3. 3 Whether Mr Blackmore was wrongfully excluded from management of the company.

Ratio Decidendi

The Court held that the sale of shares by Mr Richardson and Mr Wheeler to a third party and the exclusion of Mr Blackmore from management were unfairly prejudicial under section 459. Mr Blackmore's forgery of a letter, while serious, did not have a sufficient connection to the relief sought to justify refusing relief under section 461. The £60,000 paid into court by the company belonged to the company and could not be used to satisfy the liability of other respondents for the purchase of shares.

Court Disposition

Appeal by Mr Richardson and Mr Wheeler dismissed; appeal by Capital Cabs Limited allowed in part.

Orders

  • Order requiring Mr Richardson, Mr Wheeler, Mr Cummings, and Supatax 2000 Ltd to purchase Mr Blackmore’s shares at £300,000 affirmed.
  • Order for payment out of £60,000 to Mr Blackmore discharged; money declared to belong to the company and to be held pending further directions.