Robertson v Slous [2002] JRC 117 (11 June 2002)

Robertson v Slous [2002] JRC 117 (11 June 2002)

The extraction of excessive management fees from TTS by Mr Slous for the benefit of his group, unrelated to actual services provided, was objectively unfairly prejudicial to Mr Robertson's interests as a 50% shareholder. The appropriate remedy is an order for Mr Slous to purchase Mr Robertson's shares at a fair value, calculated as 50% of the net asset value of TTS as at the date of the order, with net asset value determined by restating profits using reasonable management fees and accruing simple interest.

Citation
[2002] JRC 117
Parties
Representor: John Robertson; Respondent: Gerald Henry Slous
Jurisdiction
Jersey
Judgment Date
11 June 2002
Procedural Posture
Representation Under Companies (jersey) Law 1991, Article 143 / Final Judgment
Outcome
Order for purchase of shares granted
Legal Topics
Unfair Prejudice, Shareholder Remedies, Valuation of Shares, Management Fees, Derivative Actions
Company Law Unfair Prejudice Shareholder Remedies Valuation of Shares Management Fees Derivative Actions

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Parties

John Robertson

Representor

Gerald Henry Slous

Respondent

Procedural Posture

Representation Under Companies (jersey) Law 1991, Article 143 / Final Judgment

Legal Issues

  1. 1 Whether the affairs of Thermal Transfer Services Limited were conducted in a manner unfairly prejudicial to Mr Robertson
  2. 2 Whether the appropriate remedy is authorisation of representative proceedings or an order for purchase of shares
  3. 3 How to value the company and determine the purchase price

Ratio Decidendi

The extraction of excessive management fees from TTS by Mr Slous for the benefit of his group, unrelated to actual services provided, was objectively unfairly prejudicial to Mr Robertson's interests as a 50% shareholder. The appropriate remedy is an order for Mr Slous to purchase Mr Robertson's shares at a fair value, calculated as 50% of the net asset value of TTS as at the date of the order, with net asset value determined by restating profits using reasonable management fees and accruing simple interest.

Court Disposition

Order for purchase of shares granted

Orders

  • Mr Slous to purchase Mr Robertson's 50% shareholding in Thermal Transfer Services Limited at a fair value assessed as 50% of the net asset value as at the date of the order, with net asset value calculated by adding simple interest to £108,554 at rates set out in Appendix 6 of Mr Moulder's report from 1 January 1993...