Mark Lee Hilliard v Carl Anthony Jordan & Anor

Mark Lee Hilliard v Carl Anthony Jordan & Anor

The respondent’s conduct in unilaterally agreeing to property transactions (new lease, rent deposit deed, and use of the Funding Circle loan) on terms materially less favourable than market terms, and using company funds for personal benefit, was unfairly prejudicial to the petitioner’s interests as a shareholder. The petitioner’s shares should be valued as at 23 March 2022, with a fair adjustment for overcharged rent, resulting in a purchase price of £115,000.

Parties
Petitioner: Mark Lee Hilliard; First Respondent: Carl Anthony Jordan; Second Respondent: Xact Skips Limited
Jurisdiction
England and Wales
Judgment Date
17 September 2024
Procedural Posture
Unfair Prejudice Petition / Judgment After Trial
Outcome
petition allowed in part
Legal Topics
Unfair Prejudice, Shareholder Disputes, Valuation of Shares, Conflict of Interest
Company Law Unfair Prejudice Shareholder Disputes Valuation of Shares Conflict of Interest

Case Brief

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Parties

Mark Lee Hilliard

Petitioner

Carl Anthony Jordan

First Respondent

Xact Skips Limited

Second Respondent

Procedural Posture

Unfair Prejudice Petition / Judgment After Trial

Legal Issues

  1. 1 Whether the affairs of Xact Skips Limited were conducted in a manner unfairly prejudicial to the petitioner’s interests
  2. 2 Whether the property transactions (new lease, rent deposit deed, Funding Circle loan) were on market terms and fair
  3. 3 What is the appropriate date and value for the purchase of the petitioner’s shares

Ratio Decidendi

The respondent’s conduct in unilaterally agreeing to property transactions (new lease, rent deposit deed, and use of the Funding Circle loan) on terms materially less favourable than market terms, and using company funds for personal benefit, was unfairly prejudicial to the petitioner’s interests as a shareholder. The petitioner’s shares should be valued as at 23 March 2022, with a fair adjustment for overcharged rent, resulting in a purchase price of £115,000.

Court Disposition

petition allowed in part

Orders

  • The first respondent shall purchase the fifty ordinary shares of £1 in the capital of Xact Skips Limited registered in the name of the petitioner at a price of £115,000.