Rui Gu v Simon Whibberley & Ors

Rui Gu v Simon Whibberley & Ors

The directors' sustained failure to operate the exit mechanism and pay dividends as required by the shareholder agreement was unfairly prejudicial conduct under s.994 Companies Act 2006; remedy is buy-out of Mr Gu's shares at undiscounted value as at December 2022, plus unpaid additional dividends, and return of company laptops.

Parties
Petitioner: Rui Gu; Respondent: Simon Whibberley; Respondent: Russell Briggs; Respondent: Simon Shaw; Respondent: Christopher Harris; Respondent: Matthew Dootson; Respondent: Abigail Whibberley; Respondent: European Automation Projects Limited
Jurisdiction
England and Wales
Judgment Date
17 July 2025
Procedural Posture
Petition for Unfair Prejudice Under Companies Act / Final Judgment
Outcome
Petition allowed in part; counterclaim allowed
Legal Topics
Unfair Prejudice, Minority Shareholder Rights, Exit Mechanisms, Dividends, Share Valuation, Directors' Duties
Company Law Shareholder Disputes Unfair Prejudice Minority Shareholder Rights Exit Mechanisms Dividends Share Valuation Directors' Duties

Case Brief

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Parties

Rui Gu

Petitioner

Simon Whibberley

Respondent

Russell Briggs

Respondent

Simon Shaw

Respondent

Christopher Harris

Respondent

Matthew Dootson

Respondent

Abigail Whibberley

Respondent

European Automation Projects Limited

Respondent

Procedural Posture

Petition for Unfair Prejudice Under Companies Act / Final Judgment

Legal Issues

  1. 1 Whether directors' conduct in dividend payments and failure to operate exit mechanism was unfairly prejudicial under s.994 Companies Act 2006
  2. 2 Whether petitioner entitled to buy-out of shares at undiscounted value
  3. 3 Appropriate valuation date and method for buy-out

Ratio Decidendi

The directors' sustained failure to operate the exit mechanism and pay dividends as required by the shareholder agreement was unfairly prejudicial conduct under s.994 Companies Act 2006; remedy is buy-out of Mr Gu's shares at undiscounted value as at December 2022, plus unpaid additional dividends, and return of company laptops.

Court Disposition

Petition allowed in part; counterclaim allowed

Orders

  • Company to buy Mr Gu's shares at undiscounted value as at December 2022, to be determined by Mr Pughe, with liberty to substitute shareholders if company cannot buy
  • Company to pay Mr Gu additional dividends from 20 December 2022 to date of sale at same rate per share as other shareholders