Capital Green Recycling Limited & Anor v Steven Nicholas Bird & Anor

Capital Green Recycling Limited & Anor v Steven Nicholas Bird & Anor

The claimants failed to prove that the defendants used 'Fresh Air Invoices' or concealed material facts amounting to breach of warranty or misrepresentation. The evidence showed only 'Advance Invoicing', which was disclosed to the claimants. The contractual price adjustment mechanism in the SPA addressed the financial impact of such practices. The claim for breach of directors' duties failed as the company was not proved to be insolvent when dividends were paid, and no loss to creditors was established. The counterclaim for release from personal guarantees succeeded, but the estoppel claim regarding debts over 60 days failed for lack of proof of assurance.

Parties
Claimant: Capital Green Recycling Limited; Claimant: One Stop Recycling Limited; Defendant: Steven Nicholas Bird; Defendant: Amy Alison Bird
Jurisdiction
England and Wales
Judgment Date
03 April 2023
Procedural Posture
Commercial / Final Judgment After Trial
Outcome
Claims dismissed; counterclaim partly allowed
Legal Topics
Share Purchase Agreement, Breach of Warranty, Misrepresentation, Directors' Duties, Equitable Compensation, Personal Guarantees, Completion Accounts, Estoppel
Contract Law Company Law Equity Misrepresentation Share Purchase Agreement Breach of Warranty Directors' Duties Equitable Compensation +3 more

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Parties

Capital Green Recycling Limited

Claimant

One Stop Recycling Limited

Claimant

Steven Nicholas Bird

Defendant

Amy Alison Bird

Defendant

Procedural Posture

Commercial / Final Judgment After Trial

Legal Issues

  1. 1 Whether the defendants breached warranties under the Share Purchase Agreement (SPA) by failing to disclose improper use of the Bibby Facility and misstating accounts.
  2. 2 Whether the defendants made fraudulent or negligent misrepresentations inducing the SPA.
  3. 3 Whether the defendants breached directors' duties by paying themselves dividends when the company was insolvent.

Ratio Decidendi

The claimants failed to prove that the defendants used 'Fresh Air Invoices' or concealed material facts amounting to breach of warranty or misrepresentation. The evidence showed only 'Advance Invoicing', which was disclosed to the claimants. The contractual price adjustment mechanism in the SPA addressed the financial impact of such practices. The claim for breach of directors' duties failed as the company was not proved to be insolvent when dividends were paid, and no loss to creditors was established. The counterclaim for release from personal guarantees succeeded, but the estoppel claim regarding debts over 60 days failed for lack of proof of assurance.

Court Disposition

Claims dismissed; counterclaim partly allowed

Orders

  • Claims of Capital Green Recycling Limited and One Stop Recycling Limited dismissed.
  • Counterclaim allowed to the extent that the claimants must procure or attempt to procure release of the defendants from subsisting personal guarantees.