Jordan & Anor v Roberts & Ors

Jordan & Anor v Roberts & Ors

The issued share capital of Home Assistance Services Ltd consists of 40 shares: the claimants each hold 10 shares, Mrs Roberts holds 10 shares, Ms Binns holds 9 shares, and Ms Viviane Barker holds 1 share. The claimants are directors, along with Mrs Roberts, and have been since 19 May 2008. The SPA and Terms of Employment were not binding on the claimants and did not modify the company's constitution. The claimants' shares were not surrendered or transferred back to the company. Rectification of the register is ordered to reflect these holdings and directorships. Injunctive relief is not required as the claimants, being a majority of directors, can control board decisions under the...

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
Company Law Application / Judgment After Trial
Outcome
Application granted in part; register of members to be rectified; claimants confirmed as shareholders and directors; no injunction issued.
Legal Topics
Rectification of Register of Members, Shareholder Rights, Director Appointments, Share Capital, Share Transfers, Company Constitution
Company Law Corporate Governance Rectification of Register of Members Shareholder Rights Director Appointments Share Capital Share Transfers Company Constitution

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Parties

Cynthia Jordan

Claimant

Kim Fazzani

Claimant

Sheila Roberts

Defendant

Suzanne Binns

Defendant

Home Assistance Services Ltd

Defendant

Procedural Posture

Company Law Application / Judgment After Trial

Legal Issues

  1. 1 Whether the claimants are shareholders and directors of Home Assistance Services Ltd
  2. 2 Whether the register of members should be rectified
  3. 3 Effectiveness of share transfers and surrenders

Ratio Decidendi

The issued share capital of Home Assistance Services Ltd consists of 40 shares: the claimants each hold 10 shares, Mrs Roberts holds 10 shares, Ms Binns holds 9 shares, and Ms Viviane Barker holds 1 share. The claimants are directors, along with Mrs Roberts, and have been since 19 May 2008. The SPA and Terms of Employment were not binding on the claimants and did not modify the company's constitution. The claimants' shares were not surrendered or transferred back to the company. Rectification of the register is ordered to reflect these holdings and directorships. Injunctive relief is not required as the claimants, being a majority of directors, can control board decisions under the...

Court Disposition

Application granted in part; register of members to be rectified; claimants confirmed as shareholders and directors; no injunction issued.

Orders

  • Rectification of the register of members to reflect claimants each holding 10 shares, Mrs Roberts 10 shares, Ms Binns 9 shares, Ms Barker 1 share.
  • Declaration that claimants are directors of the company.