Jordan & Anor v Roberts & Ors [2009] EWHC 2313 (Ch) (21 September 2009)

Jordan & Anor v Roberts & Ors [2009] EWHC 2313 (Ch) (21 September 2009)

The claimants are shareholders, each holding 10 shares, and are directors of the company. The issued share capital consists of 40 shares: 10 each to the claimants, 10 to Mrs Roberts, 9 to Ms Binns, and 1 to Ms Viviane Barker. The register of members should be rectified accordingly. The claimants' appointments as...

Source-derived case information.

Citation
[2009] EWHC 2313 (Ch)
Parties
Claimant: Cynthia Jordan; Claimant: Kim Fazzani; Defendant: Sheila Roberts; Defendant: Suzanne Binns; Defendant: Home Assistance Services Ltd
Jurisdiction
England and Wales
Judgment Date
21 September 2009
Procedural Posture
Rectification of Register of Members (companies Act 1985 S.359) / Judgment After Trial
Outcome
Register of members to be rectified to show claimants as shareholders and directors; no injunction granted at this stage.
Legal Topics
Rectification of Register of Members, Shareholder Rights, Directorship, Company Constitution, Injunctions
Company Law Rectification of Register of Members Shareholder Rights Directorship Company Constitution Injunctions

Source-derived case record

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 5 Party arguments 2 Amounts and remedies 7
Sign in to unlock

Parties

Cynthia Jordan

Claimant

Kim Fazzani

Claimant

Sheila Roberts

Defendant

Suzanne Binns

Defendant

Home Assistance Services Ltd

Defendant

Procedural Posture

Rectification of Register of Members (companies Act 1985 S.359) / Judgment After Trial

Legal Issues

  1. 1 Whether the claimants are shareholders and directors of Home Assistance Services Ltd
  2. 2 Whether the company's register of members should be rectified to reflect the claimants' shareholdings
  3. 3 Whether the claimants' appointments as directors were validly terminated

Ratio Decidendi

The claimants are shareholders, each holding 10 shares, and are directors of the company. The issued share capital consists of 40 shares: 10 each to the claimants, 10 to Mrs Roberts, 9 to Ms Binns, and 1 to Ms Viviane Barker. The register of members should be rectified accordingly. The claimants' appointments as directors were not validly terminated. No injunctive relief is necessary as the claimants, being a majority of directors, can protect their position under the company's articles.

Court Disposition

Register of members to be rectified to show claimants as shareholders and directors; no injunction granted at this stage.

Orders

  • Rectification of the register of members to reflect 40 issued shares: 10 each to Cynthia Jordan, Kim Fazzani, and Sheila Roberts; 9 to Suzanne Binns; 1 to Viviane Barker.
  • Declaration that Cynthia Jordan and Kim Fazzani are directors of the company.