UTB LLC v Sheffield United Ltd [2019] EWHC 2744 (Ch) (17 October 2019)

UTB LLC v Sheffield United Ltd [2019] EWHC 2744 (Ch) (17 October 2019)

The court declined to make any order requiring UTB to notify SUL of exceptional transactions or to grant a stay of specific performance, finding no compelling evidence of risk of mismanagement and that such orders would unfairly fetter management. The court also rejected SUL's request to retain one share, holding locus standi for appeal is preserved by being the unsuccessful party at trial, and that relief under section 994(1) can be sought if SUL is restored as shareholder by order of the Court of Appeal.

Citation
[2019] EWHC 2744 (Ch)
Parties
Claimant/respondent: UTB LLC; Defendant/petitioner: Sheffield United Limited; Third Party/respondent: HRH Prince Abdullah Bin Mosaad Bin Abdulaziz Al Saud; Fourth Party/respondent: Yusuf Giansiracusa; Respondent: UTB 2018 LLC; Respondent: HRH Prince Musa'ad Bin Khalid M Bin Abdulrahman Al Saud; Respondent: Blades Leisure Limited
Jurisdiction
England and Wales
Judgment Date
17 October 2019
Procedural Posture
Company Law / Shareholder Dispute / Section 994 Companies Act 2006 Petition / Post Trial Consequential Hearing
Outcome
Application refused; no stay of specific performance; no order for notification; undertaking by UTB accepted.
Legal Topics
Specific Performance, Shareholder Rights, Unfair Prejudice, Stay of Execution, Locus Standi
Company Law Insolvency Contract Law Specific Performance Shareholder Rights Unfair Prejudice Stay of Execution Locus Standi

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Parties

UTB LLC

Claimant/respondent

Sheffield United Limited

Defendant/petitioner

HRH Prince Abdullah Bin Mosaad Bin Abdulaziz Al Saud

Third Party/respondent

Yusuf Giansiracusa

Fourth Party/respondent

UTB 2018 LLC

Respondent

HRH Prince Musa'ad Bin Khalid M Bin Abdulrahman Al Saud

Respondent

Blades Leisure Limited

Respondent

Procedural Posture

Company Law / Shareholder Dispute / Section 994 Companies Act 2006 Petition / Post Trial Consequential Hearing

Legal Issues

  1. 1 Whether UTB should be ordered to notify SUL of exceptional transactions pending appeal
  2. 2 Whether a stay of specific performance should be granted
  3. 3 Whether SUL should retain one share to preserve locus standi for appeal and unfair prejudice claims

Ratio Decidendi

The court declined to make any order requiring UTB to notify SUL of exceptional transactions or to grant a stay of specific performance, finding no compelling evidence of risk of mismanagement and that such orders would unfairly fetter management. The court also rejected SUL's request to retain one share, holding locus standi for appeal is preserved by being the unsuccessful party at trial, and that relief under section 994(1) can be sought if SUL is restored as shareholder by order of the Court of Appeal.

Court Disposition

Application refused; no stay of specific performance; no order for notification; undertaking by UTB accepted.

Orders

  • Order for specific performance of share transfer stands.
  • UTB to provide undertaking not to dispose of or deal in Blades shares or alter articles to diminish value pending appeal.