England and Wales Case Law

Umer Sufwan Pervaz & Anor v Mehboob Ahmed Pervaz & Ors

The partnership was dissolved on 7 July 2016. Turley Cote Farm and Brookwoods were partnership assets. Mumtaz was a nominee partner and ceased to be a partner in 2014 by express or implied agreement. Ahmed ceased to be a partner in 2010. Partnership accounts were not settled and are to be reopened for serious error. Khalid misappropriated or failed to account for substantial partnership assets and income, including bad debts, contract kill income, personal expenditures, and proceeds from asset sales. Specific sums are to be debited from relevant capital accounts. Buy-out of Claimants' interes…

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• Dissolution of partnership
• Partnership assets and liabilities
• Settled accounts
• Nominee partners
• Disclosure obligations
• Bad debts

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Saxon Woods Investments Limited v Francesco Costa & Ors

The company’s affairs were conducted in a manner unfairly prejudicial to the Petitioner by delaying the sale process in breach of the SHA, for which Mr Costa was responsible. However, whether the Petitioner suffered material prejudice depends on whether a binding offer above $75m would have been received, to be determined at a quantum trial. No buy-out order is made unless that threshold is met. Mr Costa did not breach fiduciary duties as he honestly believed his actions were in the company’s interests. Company funds cannot lawfully indemnify Mr Costa’s litigation costs in this shareholder di…

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• Unfair prejudice
• Shareholder remedies
• Director duties
• Buy-out orders
• Costs
• Injunctive relief

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Malik v Mahboob Hussain Junior & Ors

Malik v Mahboob Hussain Junior & Ors [2021] EWHC 1405 (Ch) (26 May 2021)

The court decided how to wind up and account for a dissolved partnership in a family restaurant business, addressing sale versus buy-out and valuation issues.

• Dissolution of partnership
• Winding up of partnership
• Valuation of partnership assets
• Buy-out orders
• Discretion in sale or buy-out
• Family business disputes

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Ming Siu Hung and others v J F Ming Inc and another (British Virgin Islands)

The Privy Council restored a buy-out order in an unfair prejudice petition, holding that the trial judge had not erred in principle or overlooked relevant matters.

• Unfair prejudice
• Remedies for oppressive conduct
• Buy-out orders
• Appellate review of discretion
• Unfair-prejudice
• Shareholder-remedies

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Attwood v Maidment & Ors

The court fixed the share buy-out price in a company petition, rejected a further valuation discount, declined to reopen interest, and set deferred payment terms.

• Share valuation
• Unfair prejudice
• Buy-out orders
• Interest on judgment debts
• Case management
• Share-valuation

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