Digrado v D'Angelo

Digrado v D'Angelo

Both parties engaged in conduct contrary to the agreed basis of the company, destroying the relationship of trust and confidence fundamental to its operation. Mr D’Angelo’s attempt to sell the hotel and creation of a false minute constituted unfair prejudice; Mr DiGrado’s exclusion of Mr D’Angelo from management was also unfairly prejudicial. The court has jurisdiction to order the purchase of Mr and Mrs D’Angelo’s shares by Mr and Mrs DiGrado at a value determined as at 31 July 2007.

Parties
Petitioner/respondent: Frank DiGrado; Respondent: Sofia De Robbio; Respondent/petitioner: Antonio D’Angelo; Respondent/petitioner: Rosetta Urso; Respondent: Abbington Hotel Limited
Jurisdiction
England and Wales
Judgment Date
18 March 2011
Procedural Posture
Petition and Cross Petition Under Companies Act 2006 S.994 / Judgment on Liability and Quantum, Orders Reserved
Outcome
Cases of unfair prejudice made out on both petitions; order for purchase of Mr and Mrs D’Angelo’s shares by Mr and Mrs DiGrado at value as at 31 July 2007; further submissions invited on valuation basis and ancillary matters.
Legal Topics
Unfair Prejudice, Quasi Partnership, Shareholder Disputes, Director Duties, Valuation of Shares
Company Law Unfair Prejudice Quasi Partnership Shareholder Disputes Director Duties Valuation of Shares

Case Brief

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Parties

Frank DiGrado

Petitioner/respondent

Sofia De Robbio

Respondent

Antonio D’Angelo

Respondent/petitioner

Rosetta Urso

Respondent/petitioner

Abbington Hotel Limited

Respondent

Procedural Posture

Petition and Cross Petition Under Companies Act 2006 S.994 / Judgment on Liability and Quantum, Orders Reserved

Legal Issues

  1. 1 Whether conduct of company affairs was unfairly prejudicial under s.994 Companies Act 2006
  2. 2 Whether exclusion from management and unauthorised payments constituted unfair prejudice
  3. 3 Appropriate date and basis for valuation of shares

Ratio Decidendi

Both parties engaged in conduct contrary to the agreed basis of the company, destroying the relationship of trust and confidence fundamental to its operation. Mr D’Angelo’s attempt to sell the hotel and creation of a false minute constituted unfair prejudice; Mr DiGrado’s exclusion of Mr D’Angelo from management was also unfairly prejudicial. The court has jurisdiction to order the purchase of Mr and Mrs D’Angelo’s shares by Mr and Mrs DiGrado at a value determined as at 31 July 2007.

Court Disposition

Cases of unfair prejudice made out on both petitions; order for purchase of Mr and Mrs D’Angelo’s shares by Mr and Mrs DiGrado at value as at 31 July 2007; further submissions invited on valuation basis and ancillary matters.

Orders

  • Mr and Mrs DiGrado to purchase Mr and Mrs D’Angelo’s shares at value as at 31 July 2007
  • No discount for 50% holding