Euan Wallace & Partners v Westscot Homes Plc [1999] ScotCS 99 (23 April 1999)

Euan Wallace & Partners v Westscot Homes Plc [1999] ScotCS 99 (23 April 1999)

EWP were not entitled to charge or retain the strategy fees as there was no board or chairman authority; reimbursement was properly due and not extracted by illegitimate pressure or duress; the personal bond and security granted by EW to JL were valid; EWP and EW were not entitled to further remuneration or expenses beyond what was contractually agreed.

Citation
[1999] ScotCS 99
Parties
Pursuer/defender: Euan Wallace & Partners; Pursuer/defender: William Euan Addison Wallace; Pursuer/defender: Westscot Homes plc; Pursuer: Westscot Homes II plc; Pursuer/defender: John Forsyth Loughray
Jurisdiction
Scotland
Judgment Date
23 April 1999
Procedural Posture
Commercial Multi Action (five Conjoined Actions) / Proof Before Answer (trial on Merits, Quantum Reserved)
Outcome
Claims by EWP and EW dismissed; claims by WH and JL succeed in part; reimbursement of strategy fees to WH upheld; personal bond and security in favour of JL upheld; counterclaims for further remuneration and expenses refused.
Legal Topics
Directors' Fiduciary Duties, Company Management Fees, Force and Fear (extortion/duress), Quasi Loans Under Companies Act, Remuneration and Reimbursement, Board Authority and Corporate Governance
Company Law Contract Law Civil Procedure Directors' Fiduciary Duties Company Management Fees Force and Fear (extortion/duress) Quasi Loans Under Companies Act Remuneration and Reimbursement +1 more

Case Brief

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Parties

Euan Wallace & Partners

Pursuer/defender

William Euan Addison Wallace

Pursuer/defender

Westscot Homes plc

Pursuer/defender

Westscot Homes II plc

Pursuer

John Forsyth Loughray

Pursuer/defender

Procedural Posture

Commercial Multi Action (five Conjoined Actions) / Proof Before Answer (trial on Merits, Quantum Reserved)

Legal Issues

  1. 1 Whether Euan Wallace & Partners (EWP) were entitled to charge and retain 'strategy fees' from Westscot Homes plc (WH)
  2. 2 Whether the reimbursement of those fees by EWP to WH was induced by force and fear (duress)
  3. 3 Whether the personal bond and security granted by EW to JL were valid or reducible

Ratio Decidendi

EWP were not entitled to charge or retain the strategy fees as there was no board or chairman authority; reimbursement was properly due and not extracted by illegitimate pressure or duress; the personal bond and security granted by EW to JL were valid; EWP and EW were not entitled to further remuneration or expenses beyond what was contractually agreed.

Court Disposition

Claims by EWP and EW dismissed; claims by WH and JL succeed in part; reimbursement of strategy fees to WH upheld; personal bond and security in favour of JL upheld; counterclaims for further remuneration and expenses refused.

Orders

  • EWP not entitled to recover strategy fees of £187,413 from WH
  • EW not entitled to reduction of personal bond or security in favour of JL