Fulham Football Club (1987) Ltd v Richards & Anor [2011] EWCA Civ 855 (21 July 2011)

Fulham Football Club (1987) Ltd v Richards & Anor [2011] EWCA Civ 855 (21 July 2011)

The Court of Appeal held that unfair prejudice petitions under s.994 Companies Act 2006 are not, as a class, non-arbitrable. Where the relief sought is within the powers of an arbitral tribunal and does not require orders binding third parties or winding-up, the dispute is arbitrable and subject to a mandatory stay...

Source-derived case information.

Citation
[2011] EWCA Civ 855
Parties
Appellant/petitioner: Fulham Football Club (1987) Limited; Respondent: Sir David Richards; Respondent: The Football Association Premier League Limited
Jurisdiction
England and Wales
Judgment Date
21 July 2011
Procedural Posture
Appeal (from Companies Court, Chancery Division) / Court of Appeal Judgment on Stay of Unfair Prejudice Petition Under S.9 Arbitration Act 1996
Outcome
Appeal dismissed; stay of proceedings under s.9 Arbitration Act 1996 upheld.
Legal Topics
Unfair Prejudice Petition, Arbitrability of Statutory Company Law Claims, Stay of Proceedings Under Arbitration Act 1996, Directors' Duties, Fiduciary Duties, Sports Law
Company Law Arbitration Unfair Prejudice Petition Arbitrability of Statutory Company Law Claims Stay of Proceedings Under Arbitration Act 1996 Directors' Duties Fiduciary Duties Sports Law

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Parties

Fulham Football Club (1987) Limited

Appellant/petitioner

Sir David Richards

Respondent

The Football Association Premier League Limited

Respondent

Procedural Posture

Appeal (from Companies Court, Chancery Division) / Court of Appeal Judgment on Stay of Unfair Prejudice Petition Under S.9 Arbitration Act 1996

Legal Issues

  1. 1 Whether an unfair prejudice petition under s.994 Companies Act 2006 is arbitrable and subject to a mandatory stay under s.9 Arbitration Act 1996
  2. 2 Whether the statutory right to petition for unfair prejudice is inalienable and cannot be ousted by contract or arbitration agreement
  3. 3 Whether the relief sought in the petition is within the powers of an arbitral tribunal

Ratio Decidendi

The Court of Appeal held that unfair prejudice petitions under s.994 Companies Act 2006 are not, as a class, non-arbitrable. Where the relief sought is within the powers of an arbitral tribunal and does not require orders binding third parties or winding-up, the dispute is arbitrable and subject to a mandatory stay under s.9 Arbitration Act 1996 if covered by an arbitration agreement. There is no statutory or public policy bar to arbitration of such disputes. The appeal was dismissed and the stay of proceedings upheld.

Court Disposition

Appeal dismissed; stay of proceedings under s.9 Arbitration Act 1996 upheld.

Orders

  • Proceedings on the unfair prejudice petition stayed in favour of arbitration.
  • No order for winding-up or relief binding third parties granted.