Ngage Write-Up

Richard Ascroft and Zachariah Pullar, instructed by Andrew Meech JCP Solicitors, recently acted for the successful petitioners in a 6-day unfair prejudice trial before HHJ Jarman KC, sitting in the High Court. The relief granted included a share purchase order based on a 7-figure valuation of the relevant shares.

A key issue was whether the first petitioner’s exclusion from the management of the company was justified on the basis of his own alleged misconduct (including  alleged sexual liaisons with junior members of staff on and off company premises). The case represents one of the relatively rare examples involving examination of the boundary between merely personal misconduct and conduct of the company’s affairs.

The case is also another reminder to litigants (and their representatives) to take personal responsibility for their claims, lest it undermine their credibility. By a counter-petition, 420 (already reduced from 520) separate expense claims of the first petitioner were challenged as misapplications of the company’s monies. In cross-examination, the first respondent conceded the potential legitimacy of several categories of such transactions, which she said she “would have to check” and acknowledged the existence of potentially relevant documentation held by the company which had not been disclosed. The consequence was the judge considered it was unsafe for him to place any reliance on the schedule of challenged expenses.

Read the full judgment here.