Appeal in the cause Stephen Miller against Jacqueline Miller and others (Sheriff Appeal Court) [2024] SACCIV 51 (27 December 2024)

Appeal in the cause Stephen Miller against Jacqueline Miller and others (Sheriff Appeal Court) [2024] SACCIV 51 (27 December 2024)

The sheriff was entitled to find that the affairs of the company were conducted in an unfairly prejudicial manner due to unlawful removal and exclusion of Mr Miller, breaches of the articles, and disregard of his interests. Illness did not justify stripping him of his rights. Although the sheriff erred in making findings not based on pleadings, sufficient grounds remained for the finding of unfair prejudice.

Citation
[2024] SACCIV 51
Parties
Petitioner and Respondent: Stephen Miller; First Respondent and Appellant: Jacqueline Miller; Second Respondent and Appellant: Fraser Stewart; Third Respondent: Donald Ross Estate Agents Limited
Jurisdiction
Scotland
Judgment Date
27 December 2024
Procedural Posture
Company Law Petition Under Section 994 Companies Act 2006 / Appeal From Sheriff's Decision
Outcome
Appeal refused
Legal Topics
Unfair Prejudice, Director Removal, Quasi Partnership, Shareholder Remedies, Breach of Articles
Company Law Civil Procedure Unfair Prejudice Director Removal Quasi Partnership Shareholder Remedies Breach of Articles

Case Brief

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Parties

Stephen Miller

Petitioner and Respondent

Jacqueline Miller

First Respondent and Appellant

Fraser Stewart

Second Respondent and Appellant

Donald Ross Estate Agents Limited

Third Respondent

Procedural Posture

Company Law Petition Under Section 994 Companies Act 2006 / Appeal From Sheriff's Decision

Legal Issues

  1. 1 Whether the affairs of the company were conducted in a manner unfairly prejudicial to the interests of the petitioner
  2. 2 Whether breaches of the articles and exclusion from management constituted unfair prejudice
  3. 3 Whether findings could be made on grounds not pled

Ratio Decidendi

The sheriff was entitled to find that the affairs of the company were conducted in an unfairly prejudicial manner due to unlawful removal and exclusion of Mr Miller, breaches of the articles, and disregard of his interests. Illness did not justify stripping him of his rights. Although the sheriff erred in making findings not based on pleadings, sufficient grounds remained for the finding of unfair prejudice.

Court Disposition

Appeal refused

Orders

  • Appellants found jointly and severally liable to the respondent in the expenses of the appeal