Couch v Fox & Anor (Re Kent Conversions Ltd & Companies Act 2006) [2023] EWHC 1729 (Ch) (21 July 2023)

Couch v Fox & Anor (Re Kent Conversions Ltd & Companies Act 2006) [2023] EWHC 1729 (Ch) (21 July 2023)

Ms Couch established that Mr Fox's conduct in impeding company operations, blocking access, and submitting an unsubstantiated invoice constituted unfair prejudice to her interests as a member; Mr Fox's counterclaims were unsubstantiated and failed. Relief is appropriate under s 994 Companies Act 2006, including a buyout of Mr Fox's shares and his removal as director.

Citation
[2023] EWHC 1729 (Ch)
Parties
Petitioner: Joanne Couch; First Respondent: Kevin Fox; Second Respondent: Kent Conversions Ltd
Jurisdiction
England and Wales
Judgment Date
21 July 2023
Procedural Posture
Unfair Prejudice Petition and Counterclaim / Judgment After Expedited Trial
Outcome
petition succeeds; counterclaims dismissed
Legal Topics
Unfair Prejudice, Quasi Partnership, Director's Duties, Shareholder Disputes, Exclusion From Management, Valuation of Shares
Company Law Insolvency Law Unfair Prejudice Quasi Partnership Director's Duties Shareholder Disputes Exclusion From Management Valuation of Shares

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 13 Party arguments 2 Amounts and remedies 8
Sign in to unlock

Parties

Joanne Couch

Petitioner

Kevin Fox

First Respondent

Kent Conversions Ltd

Second Respondent

Procedural Posture

Unfair Prejudice Petition and Counterclaim / Judgment After Expedited Trial

Legal Issues

  1. 1 Whether conduct of company's affairs was unfairly prejudicial to petitioner as member
  2. 2 Whether respondent's counterclaims establish unfair prejudice
  3. 3 Appropriate relief under Companies Act 2006 s 994

Ratio Decidendi

Ms Couch established that Mr Fox's conduct in impeding company operations, blocking access, and submitting an unsubstantiated invoice constituted unfair prejudice to her interests as a member; Mr Fox's counterclaims were unsubstantiated and failed. Relief is appropriate under s 994 Companies Act 2006, including a buyout of Mr Fox's shares and his removal as director.

Court Disposition

petition succeeds; counterclaims dismissed

Orders

  • Ms Couch to purchase Mr Fox's 50 shares at price to be fixed by joint expert as at 31 March 2021, accounting for director's loan of £201,153.88
  • Valuation to be carried out by single joint expert agreed by parties or court