Universal Project Management Services Ltd v Fort Gilkicker Ltd & Ors [2013] EWHC 348 (Ch) (26 February 2013)

Universal Project Management Services Ltd v Fort Gilkicker Ltd & Ors [2013] EWHC 348 (Ch) (26 February 2013)

The common law multiple derivative action survived the enactment of the Companies Act 2006, as the Act did not expressly or by necessary implication abolish it; members of an LLP may bring a multiple derivative action on behalf of a company owned by the LLP where the LLP is in wrongdoer control; the facts disclose a prima facie case of breach of fiduciary duty and wrongdoer control, and there are no adequate alternative remedies; permission to continue the multiple derivative action is granted.

Citation
[2013] EWHC 348 (Ch)
Parties
Applicant: Universal Project Management Services Limited; First Respondent: Fort Gilkicker Limited; Second Respondent: Mr Ian Pearce; Third Respondent: Fort Gilkicker Properties Limited
Jurisdiction
England and Wales
Judgment Date
26 February 2013
Procedural Posture
Derivative Claim (multiple Derivative Action) / Application for Permission to Continue Derivative Action
Outcome
Permission granted to continue the multiple derivative action.
Legal Topics
Derivative Actions, Multiple Derivative Actions, Companies Act 2006, Fiduciary Duties, Wrongdoer Control, Remedies for Breach of Duty
Company Law Civil Procedure Derivative Actions Multiple Derivative Actions Companies Act 2006 Fiduciary Duties Wrongdoer Control Remedies for Breach of Duty

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Parties

Universal Project Management Services Limited

Applicant

Fort Gilkicker Limited

First Respondent

Mr Ian Pearce

Second Respondent

Fort Gilkicker Properties Limited

Third Respondent

Procedural Posture

Derivative Claim (multiple Derivative Action) / Application for Permission to Continue Derivative Action

Legal Issues

  1. 1 Whether multiple derivative actions existed at common law prior to the Companies Act 2006
  2. 2 Whether multiple derivative actions survived the enactment of the Companies Act 2006
  3. 3 Whether members of an LLP can bring a multiple derivative action on behalf of a company owned by the LLP

Ratio Decidendi

The common law multiple derivative action survived the enactment of the Companies Act 2006, as the Act did not expressly or by necessary implication abolish it; members of an LLP may bring a multiple derivative action on behalf of a company owned by the LLP where the LLP is in wrongdoer control; the facts disclose a prima facie case of breach of fiduciary duty and wrongdoer control, and there are no adequate alternative remedies; permission to continue the multiple derivative action is granted.

Court Disposition

Permission granted to continue the multiple derivative action.

Orders

  • Permission granted for the claim to continue as a multiple derivative action.
  • Proceedings stayed for negotiation/mediation; directions to be determined if not agreed.