SOMERVILLE AGAINST 1051 GWR LTD [2019] ScotCS CSOH_61 (08 August 2019)

SOMERVILLE AGAINST 1051 GWR LTD [2019] ScotCS CSOH_61 (08 August 2019)

The pursuer's pleadings are sufficiently specific and relevant to instruct a case of breach of fiduciary duty, bad faith, and attribution of knowledge to the defender; section 175(3) does not preclude liability in these circumstances; reduction and issues of restitutio and mora are fact-sensitive and cannot be resolved at debate; the pursuer's whole averments should be admitted to probation.

Citation
[2019] ScotCS CSOH_61
Parties
Pursuer: Ronald Whitelaw Somerville; Defender: 1051 GWR Limited
Jurisdiction
Scotland
Judgment Date
08 August 2019
Procedural Posture
Commercial Action for Reduction of Lease / Debate on Relevancy and Specification of Pleadings
Outcome
Pursuer's whole averments admitted to probation; defender's challenges rejected.
Legal Topics
Fiduciary Duties, Reduction of Contract, Director Conflict of Interest, Bad Faith, Restitutio in Integrum, Mora, Taciturnity and Acquiescence
Company Law Equity Contract Law Fiduciary Duties Reduction of Contract Director Conflict of Interest Bad Faith Restitutio in Integrum +1 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 12 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Ronald Whitelaw Somerville

Pursuer

1051 GWR Limited

Defender

Procedural Posture

Commercial Action for Reduction of Lease / Debate on Relevancy and Specification of Pleadings

Legal Issues

  1. 1 Whether pursuer has relevant averments to establish breach of fiduciary duty by David Maguire
  2. 2 Whether section 175(3) of Companies Act 2006 excludes liability for conflict of interest
  3. 3 Whether defender acquired lease in bad faith and with knowledge of breach

Ratio Decidendi

The pursuer's pleadings are sufficiently specific and relevant to instruct a case of breach of fiduciary duty, bad faith, and attribution of knowledge to the defender; section 175(3) does not preclude liability in these circumstances; reduction and issues of restitutio and mora are fact-sensitive and cannot be resolved at debate; the pursuer's whole averments should be admitted to probation.

Court Disposition

Pursuer's whole averments admitted to probation; defender's challenges rejected.

Orders

  • Case put out By Order to determine further procedure.