Standish & Ors v The Royal Bank of Scotland Plc & Anor

Standish & Ors v The Royal Bank of Scotland Plc & Anor

The appeal was dismissed because the particulars of claim did not plead a sufficient relationship or causal link between the acts constituting shadow directorship and the alleged breaches of fiduciary duty. Without such a link, no fiduciary duty arose in respect of the acts complained of, and thus no cause of action was disclosed against the defendants as shadow directors. The Chief Master was correct to strike out the claim.

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
Civil Appeal / Appeal From Strike Out and Refusal to Amend Claim
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

Civil Appeal / Appeal From Strike Out and Refusal to Amend Claim

Legal Issues

  1. 1 Whether the pleaded facts established a sufficient relationship between acts of shadow directorship and alleged breaches of fiduciary duty to found a claim for unlawful means conspiracy
  2. 2 Whether the particulars of claim disclosed a reasonable cause of action against the defendants as shadow directors
  3. 3 Whether the claimants' losses were reflective and thus not actionable by shareholders directly

Ratio Decidendi

The appeal was dismissed because the particulars of claim did not plead a sufficient relationship or causal link between the acts constituting shadow directorship and the alleged breaches of fiduciary duty. Without such a link, no fiduciary duty arose in respect of the acts complained of, and thus no cause of action was disclosed against the defendants as shadow directors. The Chief Master was correct to strike out the claim.

Court Disposition

appeal dismissed

Orders

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