Guenier v Fuller [2005] JRC 050 (20 April 2005)

Guenier v Fuller [2005] JRC 050 (20 April 2005)

Liquidation is an adequate alternative remedy to a derivative action in a deadlocked, dormant company; the liquidator, as an independent officer, is the proper person to assess and pursue claims on behalf of the company. Therefore, leave to bring a derivative action is declined.

Citation
[2005] JRC 050
Parties
Representor: Mr. Guenier; Respondent: Mr. Fuller
Jurisdiction
Jersey
Judgment Date
20 April 2005
Procedural Posture
Application Under Article 143 Companies (jersey) Law 1991 / Judgment on Application
Outcome
Application for leave to bring derivative action declined; representation stayed pending winding up of the company.
Legal Topics
Derivative Actions, Unfair Prejudice, Fiduciary Duties, Liquidation, Prescription
Company Law Equity Derivative Actions Unfair Prejudice Fiduciary Duties Liquidation Prescription

Case Brief

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Parties

Mr. Guenier

Representor

Mr. Fuller

Respondent

Procedural Posture

Application Under Article 143 Companies (jersey) Law 1991 / Judgment on Application

Legal Issues

  1. 1 Whether Mr. Guenier should be authorized to bring civil proceedings against Mr. Fuller on behalf of Northwind Yachts Limited under Article 143
  2. 2 Whether liquidation is an adequate alternative remedy to a derivative action
  3. 3 Whether the action is well founded

Ratio Decidendi

Liquidation is an adequate alternative remedy to a derivative action in a deadlocked, dormant company; the liquidator, as an independent officer, is the proper person to assess and pursue claims on behalf of the company. Therefore, leave to bring a derivative action is declined.

Court Disposition

Application for leave to bring derivative action declined; representation stayed pending winding up of the company.

Orders

  • Representation stayed pending winding up of Northwind Yachts Limited.
  • Court to hear counsel on mechanics and funding for liquidation.