Systems Building Services Group Ltd, Re [2020] EWHC 54 (Ch) (21 January 2020)

Systems Building Services Group Ltd, Re [2020] EWHC 54 (Ch) (21 January 2020)

Mr Michie breached fiduciary duties by purchasing company property at substantial undervalue without open market sale, failed to act in interests of creditors, and is liable to account for profit; SBSL received payments without consideration and is liable for restitution; Mr Michie is indebted to the company for...

Source-derived case information.

Citation
[2020] EWHC 54 (Ch)
Parties
Applicant: Stephen John Hunt; Applicant: System Building Services Group Limited (in liquidation); Respondent: Brian Michie; Respondent: System Building Services Limited
Jurisdiction
England and Wales
Judgment Date
21 January 2020
Procedural Posture
Insolvency Application / Judgment After Trial
Outcome
Claims against Mr Michie and SBSL upheld in part; declarations and orders granted.
Legal Topics
Directors' Duties, Constructive Trust, Misfeasance, Unjust Enrichment, Breach of Fiduciary Duty
Company Law Insolvency Law Directors' Duties Constructive Trust Misfeasance Unjust Enrichment Breach of Fiduciary Duty

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Parties

Stephen John Hunt

Applicant

System Building Services Group Limited (in liquidation)

Applicant

Brian Michie

Respondent

System Building Services Limited

Respondent

Procedural Posture

Insolvency Application / Judgment After Trial

Legal Issues

  1. 1 Whether Mr Michie breached fiduciary duties as director by purchasing company property at undervalue
  2. 2 Whether Mr Michie caused or allowed payments to CB Solutions UK Limited in breach of duty
  3. 3 Whether SBSL received payments from the company without consideration and was unjustly enriched

Ratio Decidendi

Mr Michie breached fiduciary duties by purchasing company property at substantial undervalue without open market sale, failed to act in interests of creditors, and is liable to account for profit; SBSL received payments without consideration and is liable for restitution; Mr Michie is indebted to the company for unaccounted director's loan balance.

Court Disposition

Claims against Mr Michie and SBSL upheld in part; declarations and orders granted.

Orders

  • Declaration that Mr Michie holds 55 Crown Road on constructive trust for the company, subject to credit for purchase price.
  • Order for Mr Michie to account for profit and pay compensation for breach of fiduciary duty.