Signia Wealth Ltd v Vector Trustees Ltd & Ors

Signia Wealth Ltd v Vector Trustees Ltd & Ors

Ms. Dauriac was a Bad Leaver under the Articles, as she was in repudiatory breach of her employment contract due to dishonest expense claims, entitling Signia to summarily dismiss her. The compulsory transfer process was not properly followed, so the court determined the fair value of the Dauriac Shares as at 21 January 2015. The Bad Leaver provisions were not penal. Ms. Dauriac was not a whistleblower in relation to the alleged sham invoices, and the expenses investigation was not a sham. There was no conspiracy or inducement of breach. Ms. Dauriac is entitled to damages for the value of her shares as determined by the court, less amounts already paid.

Parties
Claimant: Signia Wealth Limited; Defendant: Vector Trustees Limited (as trustee of the Cap Ferret Trust); Defendant: Ms. Nathalie Dauriac-Stoebe; Defendant: New Street Trust Limited (as trustee of the Cap Ferret Trust); Fourth Party: Grecco Limited; Fifth Party: Mr. John Caudwell
Jurisdiction
England and Wales
Judgment Date
08 May 2018
Procedural Posture
Commercial/shareholder Dispute / Final Judgment
Outcome
Declarations granted in favour of Signia as to Bad Leaver status and compulsory transfer process; damages awarded to Ms. Dauriac for the value of her shares as determined by the court; all other claims by Ms. Dauriac dismissed.
Legal Topics
Compulsory Share Transfer, Good Leaver/bad Leaver Provisions, Constructive Dismissal, Valuation of Shares, Breach of Fiduciary Duty, Breach of Contract, Conspiracy to Injure
Company Law Employment Law Equity and Trusts Compulsory Share Transfer Good Leaver/bad Leaver Provisions Constructive Dismissal Valuation of Shares Breach of Fiduciary Duty +2 more

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Parties

Signia Wealth Limited

Claimant

Vector Trustees Limited (as trustee of the Cap Ferret Trust)

Defendant

Ms. Nathalie Dauriac-Stoebe

Defendant

New Street Trust Limited (as trustee of the Cap Ferret Trust)

Defendant

Grecco Limited

Fourth Party

Mr. John Caudwell

Fifth Party

Procedural Posture

Commercial/shareholder Dispute / Final Judgment

Legal Issues

  1. 1 Whether the compulsory transfer process for the Dauriac Shares was properly carried out under the Articles of Association;
  2. 2 Whether Ms. Dauriac was a Good Leaver or Bad Leaver under the Articles;
  3. 3 Whether Ms. Dauriac was constructively dismissed;

Ratio Decidendi

Ms. Dauriac was a Bad Leaver under the Articles, as she was in repudiatory breach of her employment contract due to dishonest expense claims, entitling Signia to summarily dismiss her. The compulsory transfer process was not properly followed, so the court determined the fair value of the Dauriac Shares as at 21 January 2015. The Bad Leaver provisions were not penal. Ms. Dauriac was not a whistleblower in relation to the alleged sham invoices, and the expenses investigation was not a sham. There was no conspiracy or inducement of breach. Ms. Dauriac is entitled to damages for the value of her shares as determined by the court, less amounts already paid.

Court Disposition

Declarations granted in favour of Signia as to Bad Leaver status and compulsory transfer process; damages awarded to Ms. Dauriac for the value of her shares as determined by the court; all other claims by Ms. Dauriac dismissed.

Orders

  • Declaration that Ms. Dauriac was a Bad Leaver under the Articles;
  • Declaration that the compulsory transfer process was not properly followed;