HSJ Consultancy Limited (in liquidation), Re

HSJ Consultancy Limited (in liquidation), Re

The Respondents breached their duties as directors by causing the company to enter into aggressive tax avoidance schemes without considering the interests of creditors when the company was insolvent or rendered insolvent by those transactions. They failed to take independent advice, did not maintain a reserve for tax liabilities, and extracted company funds for their own benefit. The claim is not time-barred as the sums were converted to the Respondents' use. Relief under section 1157 is not available as their conduct was not reasonable. The Respondents are liable to account for £436,500 to the company.

Parties
Applicant: Simon Barriball; Applicant: Helen Whitehouse; Respondent: Kim Jackson; Respondent: Robyn Hughes
Jurisdiction
England and Wales
Judgment Date
13 May 2026
Procedural Posture
Insolvency Misfeasance Claim Under Section 212 Insolvency Act 1986 / Judgment After Trial
Outcome
Claim allowed; counterclaim dismissed
Legal Topics
Directors' Duties, Breach of Fiduciary Duty, Misfeasance, Limitation, Equitable Compensation, Tax Avoidance Schemes, Creditors' Voluntary Liquidation
Insolvency Law Company Law Directors' Duties Breach of Fiduciary Duty Misfeasance Limitation Equitable Compensation Tax Avoidance Schemes +1 more

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Parties

Simon Barriball

Applicant

Helen Whitehouse

Applicant

Kim Jackson

Respondent

Robyn Hughes

Respondent

Procedural Posture

Insolvency Misfeasance Claim Under Section 212 Insolvency Act 1986 / Judgment After Trial

Legal Issues

  1. 1 Whether the Respondents breached their duties as directors under section 172 Companies Act 2006 by causing the company to enter into tax avoidance schemes and failing to consider creditors' interests when the company was insolvent or rendered insolvent by those transactions
  2. 2 Whether the Respondents are liable to account for sums paid to the schemes and to pay equitable compensation
  3. 3 Whether the claim is time-barred under the Limitation Act 1980

Ratio Decidendi

The Respondents breached their duties as directors by causing the company to enter into aggressive tax avoidance schemes without considering the interests of creditors when the company was insolvent or rendered insolvent by those transactions. They failed to take independent advice, did not maintain a reserve for tax liabilities, and extracted company funds for their own benefit. The claim is not time-barred as the sums were converted to the Respondents' use. Relief under section 1157 is not available as their conduct was not reasonable. The Respondents are liable to account for £436,500 to the company.

Court Disposition

Claim allowed; counterclaim dismissed

Orders

  • Respondents to pay £436,500 to the company as equitable compensation
  • Interest to be determined