Sean Ronnan & Anor v Richard Stansfield & Anor

Sean Ronnan & Anor v Richard Stansfield & Anor

A s.994 petition by majority shareholders is inappropriate unless it is practically impossible, not merely difficult, for them to use their corporate control to pursue a more appropriate remedy. In this case, there was no evidence that the petitioners could not have caused the company to sue for compensation or that the company was insolvent. The proper claimant for the alleged breaches was the company itself, and the petitioners failed to establish practical impossibility.

Parties
Petitioner: Sean Ronnan; Petitioner: Celia Ronnan; Respondent: Richard Stansfield; Respondent: Rumour Bar & Club Limited
Jurisdiction
England and Wales
Judgment Date
31 July 2025
Procedural Posture
Appeal / Judgment
Outcome
appeal allowed; petition struck out
Legal Topics
Unfair Prejudice, Majority Shareholder Rights, Strike Out Application, Summary Judgment
Company Law Unfair Prejudice Majority Shareholder Rights Strike Out Application Summary Judgment

Case Brief

Summary, issues, holding and outcome

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Parties

Sean Ronnan

Petitioner

Celia Ronnan

Petitioner

Richard Stansfield

Respondent

Rumour Bar & Club Limited

Respondent

Procedural Posture

Appeal / Judgment

Legal Issues

  1. 1 Whether majority shareholders can bring an unfair prejudice petition under section 994 Companies Act 2006 when practical difficulties prevent them from remedying misconduct by a director
  2. 2 Whether practical impossibility, rather than legal impediment, justifies a s.994 petition by majority shareholders

Ratio Decidendi

A s.994 petition by majority shareholders is inappropriate unless it is practically impossible, not merely difficult, for them to use their corporate control to pursue a more appropriate remedy. In this case, there was no evidence that the petitioners could not have caused the company to sue for compensation or that the company was insolvent. The proper claimant for the alleged breaches was the company itself, and the petitioners failed to establish practical impossibility.

Court Disposition

appeal allowed; petition struck out

Orders

  • The petition under section 994 Companies Act 2006 is struck out.
  • The District Judge's order is set aside.