Cuthbert v Clinishare Ltd [2018] NICh 13 (24 April 2018)

Cuthbert v Clinishare Ltd [2018] NICh 13 (24 April 2018)

There is a serious issue to be tried regarding Clause 12.2, but damages are not an adequate remedy for the plaintiff. However, the balance of convenience strongly favours refusing the injunction, as granting it would likely cause insolvency of the company, loss of jobs, and prejudice to investors, outweighing the plaintiff's loss. It is neither just nor convenient to grant the injunction.

Citation
[2018] NICh 13
Parties
Plaintiff: Andrew Cuthbert; Defendant: Clinishare Ltd
Jurisdiction
Northern Ireland
Judgment Date
24 April 2018
Procedural Posture
Interim Injunction Application / Ex Tempore Judgment on Application Pending Trial
Outcome
Application for interim injunction refused
Legal Topics
Interim Injunctions, Shareholder Rights, Good Leaver Provisions, Breach of Contract
Company Law Contract Law Equity Interim Injunctions Shareholder Rights Good Leaver Provisions Breach of Contract

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Parties

Andrew Cuthbert

Plaintiff

Clinishare Ltd

Defendant

Procedural Posture

Interim Injunction Application / Ex Tempore Judgment on Application Pending Trial

Legal Issues

  1. 1 Whether Clause 12.2 of the Investment Agreement applies to prevent the plaintiff being treated as a 'good leaver' and divested of shares for nil value
  2. 2 Whether an interim injunction should be granted to restrain the defendant from divesting the plaintiff of his shares

Ratio Decidendi

There is a serious issue to be tried regarding Clause 12.2, but damages are not an adequate remedy for the plaintiff. However, the balance of convenience strongly favours refusing the injunction, as granting it would likely cause insolvency of the company, loss of jobs, and prejudice to investors, outweighing the plaintiff's loss. It is neither just nor convenient to grant the injunction.

Court Disposition

Application for interim injunction refused

Orders

  • Interim injunction not granted
  • Court will hear parties on costs