Leslie & Ors v Ball & Ors (Re Derivative Claim & Companies Act 2006) [2023] EWHC 1771 (Ch) (13 July 2023)

Leslie & Ors v Ball & Ors (Re Derivative Claim & Companies Act 2006) [2023] EWHC 1771 (Ch) (13 July 2023)

The court held that the claimants, having been granted permission to continue the double derivative claim, are entitled to a pre-emptive indemnity for costs from Arnbrow or Westridge in respect of costs referable solely to the derivative claim, and to a 50% indemnity for costs common to both the derivative claim and...

Source-derived case information.

Citation
[2023] EWHC 1771 (Ch)
Parties
Claimant: Mary Kathryn Leslie; Claimant: David Arthur Rule; Defendant: Robert James Ball; Defendant: Melanie Ball (as personal representative of the estate of the late Norman William Ball); Defendant: Westridge Estates Limited; Defendant: Arnbrow Ltd
Jurisdiction
England and Wales
Judgment Date
13 July 2023
Procedural Posture
Derivative Claim (double Derivative) and Unfair Prejudice Petition / Interlocutory Application for Pre Emptive Indemnity for Costs
Outcome
Application granted in part
Legal Topics
Derivative Actions, Double Derivative Claims, Pre Emptive Indemnity for Costs, Fiduciary Duties of Directors, Unfair Prejudice, Shareholder Remedies
Company Law Equity Civil Procedure Derivative Actions Double Derivative Claims Pre Emptive Indemnity for Costs Fiduciary Duties of Directors Unfair Prejudice +1 more

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Parties

Mary Kathryn Leslie

Claimant

David Arthur Rule

Claimant

Robert James Ball

Defendant

Melanie Ball (as personal representative of the estate of the late Norman William Ball)

Defendant

Westridge Estates Limited

Defendant

Arnbrow Ltd

Defendant

Procedural Posture

Derivative Claim (double Derivative) and Unfair Prejudice Petition / Interlocutory Application for Pre Emptive Indemnity for Costs

Legal Issues

  1. 1 Whether claimants are entitled to a pre-emptive indemnity for costs in a double derivative claim where there is a parallel unfair prejudice petition
  2. 2 Whether the overlap between the derivative claim and the unfair prejudice petition precludes or limits the indemnity
  3. 3 Whether the grant of permission to continue the derivative claim precludes reconsideration of the merits at the indemnity stage

Ratio Decidendi

The court held that the claimants, having been granted permission to continue the double derivative claim, are entitled to a pre-emptive indemnity for costs from Arnbrow or Westridge in respect of costs referable solely to the derivative claim, and to a 50% indemnity for costs common to both the derivative claim and the unfair prejudice petition, up to the completion of inspection after disclosure, at which point the matter may be reviewed. The existence of the parallel unfair prejudice petition and the overlap of issues do not preclude an indemnity, but require apportionment of costs. The grant of permission to continue the derivative claim stands unless and until revoked, and the court...

Court Disposition

Application granted in part

Orders

  • Claimants to be indemnified by Arnbrow or Westridge for costs referable solely to the derivative claim up to completion of inspection after disclosure
  • Claimants to be indemnified at 50% for costs common to both the derivative claim and the unfair prejudice petition up to the same stage