Standish & Ors v The Royal Bank of Scotland Plc & Anor [2019] EWHC 3116 (Ch) (19 November 2019)

Standish & Ors v The Royal Bank of Scotland Plc & Anor [2019] EWHC 3116 (Ch) (19 November 2019)

There was no sufficiently pleaded relationship between the acts of direction or instruction which caused Mr Sondhi to be a shadow director and the breaches of fiduciary duty alleged. Fiduciary duties of shadow directors are limited to the subject matter of their instructions, and the claimants failed to plead a causal link between instructions and breaches. The appeal was dismissed as the claim was bound to fail.

Citation
[2019] EWHC 3116 (Ch)
Parties
Appellant/claimant: Tracey David Standish; Appellant/claimant: Tristan Standish; Appellant/claimant: Verna Ella Standish; Appellant/claimant: Sophie Charlotte Standish; Appellant/claimant: Tiffany Debra Standish; Appellant/claimant: Troy Standish; Appellant/claimant: Talita Ester Rowland; Appellant/claimant: Henry James Standish-Hunt; Appellant/claimant: Alex Richard McQuin; Respondent/defendant: The Royal Bank of Scotland PLC; Respondent/defendant: SIG Number 2 Ltd (formerly West Register Number 2 Ltd)
Jurisdiction
England and Wales
Judgment Date
19 November 2019
Procedural Posture
Appeal / Judgment on Appeal Against Strike Out and Refusal to Amend
Outcome
appeal dismissed
Legal Topics
Shadow Directorship, Fiduciary Duties, Unlawful Means Conspiracy, Strike Out Applications, Reflective Loss
Company Law Banking Law Equity Shadow Directorship Fiduciary Duties Unlawful Means Conspiracy Strike Out Applications Reflective Loss

Case Brief

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Parties

Tracey David Standish

Appellant/claimant

Tristan Standish

Appellant/claimant

Verna Ella Standish

Appellant/claimant

Sophie Charlotte Standish

Appellant/claimant

Tiffany Debra Standish

Appellant/claimant

Troy Standish

Appellant/claimant

Talita Ester Rowland

Appellant/claimant

Henry James Standish-Hunt

Appellant/claimant

Alex Richard McQuin

Appellant/claimant

The Royal Bank of Scotland PLC

Respondent/defendant

SIG Number 2 Ltd (formerly West Register Number 2 Ltd)

Respondent/defendant

Procedural Posture

Appeal / Judgment on Appeal Against Strike Out and Refusal to Amend

Legal Issues

  1. 1 Whether shadow directors owe fiduciary duties for actions unrelated to their instructions
  2. 2 Whether the pleaded case establishes a causal link between instructions and alleged breaches
  3. 3 Whether the claimants' case on unlawful means conspiracy is sufficiently pleaded

Ratio Decidendi

There was no sufficiently pleaded relationship between the acts of direction or instruction which caused Mr Sondhi to be a shadow director and the breaches of fiduciary duty alleged. Fiduciary duties of shadow directors are limited to the subject matter of their instructions, and the claimants failed to plead a causal link between instructions and breaches. The appeal was dismissed as the claim was bound to fail.

Court Disposition

appeal dismissed

Orders

  • Appeal dismissed; claim remains struck out; no permission to amend granted