• Alexander Heylin represented the Respondents at trial in the High Court in Leeds in front of HHJ Claire Jackson. Alexander was instructed by Geldards.
  • The case concerned multiple allegations of unfair prejudice by the Petitioner against two directors / members who had a 2:1 majority on the board of the Company though the share holding was split 50 / 50 between the parties. 
  • The case factually related to a property development, but involved significant cross over with insolvency law.
  • Factually the case revolved around various amounts claimed by 3rd party companies (owned by Respondents) in relation to the property development some of which were incurred after the main contractor went into administration.

Some of the key issues included –

  • The administration of the main contractor and its relationship with its holding company which had been a member of the Company and an intercompany debt between main contractor and holding company; also making the holding company insolvent on administration of the main contractor.
  • Issues concerning the insolvency of the holding company (former member of the Company) and its transfer of shares in the Company to its beneficial owner (Petitioner’s husband and former member) and preferential payment of loans shortly before the main contractor entered administration.
  • The transfer of shares from the holding company to its beneficial owner then to his wife (the Petitioner) and their standing and issues around the good faith clause in the Articles.
  • Provisions of the articles relating to the insolvency of the holding company, the original member, and subsequent transfers that followed.
  • The purchase of the Respondents of the inter company debt owed by the holding company to the main contractors.
  • The standing of the member to bring a petition where the Company was insolvent.
  • A core issue was about the correct fiduciary duties of a Director when a disputed debt would make the Company insolvent. The Company having been put into administration by a vote of the Directors 2:1 and it being claimed it was unfairly prejudicial to the Petitioner.
  • Whether the 994 Petition was an abuse of process to circumvent the Administrators determinations of proofs of debts in the administration (being the amounts claimed as unfairly prejudicial).
  • The trial was listed for an 8 day trial (with 2 additional days of judicial reading) and was factually complicated with multiple allegations of unfair prejudice.
  • On the morning of day 3 of the trial after opening and 1 day of cross examination of the Petitioner’s main witness (her husband and former member) the Petition was discontinued and the Respondent were ordered a significant payment on account of costs.

“From the get go, we knew we had chosen right barrister. Alex very quickly became familiar with the many facets of our case and communicated clearly and thoroughly with us. He advised us well and was clear as to the whole process and made us acutely aware of the pros and cons of our defence, the case, and a trail. His commitment and ambition to secure as much background information as possible to prepare for the case was comforting and testimony to his professionalism. Such was his attention to detail and skilled construct of his Skeleton argument, the case was clearly presented to the judge and petitioner in day one of a scheduled 8 day trial. After just one day of direct and well researched cross examination of the other sides lead witness by Alex, the petitioner withdrew their claims. The judge when concluding the hearing, quite rightly commended Alex as to his professionalism and demonstrating the high bar other barristers should aspire to.”