UK: England and Wales: unfair prejudice - court orders buyout by petitioner

A copy of the judgment in Goodchild v Taylor [2018] EWHC 2946 (Ch) was added to the BAILII database yesterday. The case concerned a petition brought under section 994 of the Companies Act 2006 by Mr Goodchild, one of two directors and equal shareholders in a company (Taylor Goodchild Ltd) formed to provide legal services.

The trial judge found that the company's other shareholder and director, Mr Taylor, had failed to act in the best interests of the company and to avoid conflicts of interest: he had broken his duties as a director. This conduct was held to be unfairly prejudicial for the purposes of section 994. The remedy ordered under section 996 was unusual and provides a good example of the breadth of the court's discretion: Mr Taylor was ordered to sell his shares to Mr Goodchild; the usual remedy under section 996 is one requiring the petitioner to be bought out.