Pender v GGH (Jersey) and Ors [2020] JRC 109 (08 June 2020)

Pender v GGH (Jersey) and Ors [2020] JRC 109 (08 June 2020)

A stay of proceedings pending valuation is refused because the plaintiff has established an arguable case of unfair prejudice requiring a trial, and discovery is necessary for the plaintiff to make his case clear as to value. The plaintiff is entitled to discovery of the first defendant's financial position before being required to specify the valuation date. Discovery must be proportionate, and certain limitations are imposed on the categories of documents to be discovered. Sequential exchange of expert valuation evidence is ordered after discovery.

Citation
[2020] JRC 109
Parties
Plaintiff: Pender; First Defendant: GHH (Jersey) Limited; Second Defendant: PSG; Third Defendant: Third Defendant
Jurisdiction
Jersey
Judgment Date
08 June 2020
Procedural Posture
Company Law / Unfair Prejudice Application / Interlocutory Directions Hearing
Outcome
Stay refused; directions for discovery and sequential expert evidence ordered.
Legal Topics
Unfair Prejudice, Shareholder Disputes, Discovery, Stay of Proceedings, Valuation of Shares
Company Law Civil Procedure Unfair Prejudice Shareholder Disputes Discovery Stay of Proceedings Valuation of Shares

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Parties

Pender

Plaintiff

GHH (Jersey) Limited

First Defendant

PSG

Second Defendant

Third Defendant

Third Defendant

Procedural Posture

Company Law / Unfair Prejudice Application / Interlocutory Directions Hearing

Legal Issues

  1. 1 Whether a stay of proceedings should be granted pending a valuation of the first defendant
  2. 2 Scope and timing of discovery in unfair prejudice proceedings
  3. 3 Appropriate date and method for share valuation in a buy-out order

Ratio Decidendi

A stay of proceedings pending valuation is refused because the plaintiff has established an arguable case of unfair prejudice requiring a trial, and discovery is necessary for the plaintiff to make his case clear as to value. The plaintiff is entitled to discovery of the first defendant's financial position before being required to specify the valuation date. Discovery must be proportionate, and certain limitations are imposed on the categories of documents to be discovered. Sequential exchange of expert valuation evidence is ordered after discovery.

Court Disposition

Stay refused; directions for discovery and sequential expert evidence ordered.

Orders

  • Discovery to be provided by all parties by end of September 2020, subject to specified limitations on scope and materiality thresholds.
  • Plaintiff to serve expert valuation report within six weeks of discovery; second and third defendants to respond within four weeks.