Alexander Heylin was recently instructed in a trial listed for 8 days at Leeds High Court in an unfair prejudice petition where representing the Respondents, the Petition was discontinued and the Petitioner was ordered a significant payment on account of costs.

The dispute revolved around a property development project and entailed substantial crossover with insolvency law. The Petitioner accused the Respondents, two directors with a 2:1 majority on the board, of multiple instances of unfair prejudice. Despite the equal shareholding split between the parties, the allegations highlighted complex intercompany relationships and financial transactions.

The case’s intricacies 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 intercompany 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 concerning 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, scheduled for eight days with an additional two days for judicial reading, was set against a backdrop of factual complexity and numerous allegations. However due Alexander’s comprehensive cross-examination of the Petitioner’s main witness (her husband and former member), the Petitioner discontinued the petition. This led to the Respondents being awarded a significant payment on account of costs.

Rick Nicholls and Chris Wilde of Bowthorpe House Limited expressed their gratitude and admiration for Heylin’s work:

“From the get-go, we knew we had chosen the right barrister. Alex very quickly became familiar with the many facets of our case and communicated clearly and thoroughly with us. His commitment and ambition to secure as much background information as possible to prepare for the case was comforting and a testimony to his professionalism. His attention to detail and the skilled construct of his Skeleton argument were pivotal. After just one day of direct and well-researched cross-examination by Alex, the Petitioner withdrew their claims. The judge, when concluding the hearing, commended Alex for his professionalism and for demonstrating the high bar other barristers should aspire to.”