Judgment in the case of Brown v Bray & Others [2019] EWHC 2304 (Ch) was handed down last week. Mark Harper QC and Eleanor Temple were instructed in the matter by Chris Charlesworth of Gunnercooke LLP and acted for the Petitioner. 

Following a 2 week trial the Court found that the Petitioner had been unfairly prejudiced by the Respondents (a) exercise of their power to dismiss him as an employee other than in good faith and for proper purpose, (b) failures to abide by the terms of a Shareholders Agreement post his exclusion and (c) their failure to offer him fair value for his shares post-execution.  

The judgment is an interesting read for those advising in this area as it addresses the issue that if respondents wish to demonstrate that they have exercised any power properly they need to show that they acted in good faith, for proper purpose and that the majority cannot rely upon informal relaxations of procedure and form that were in place when all shareholders were working together after one party has been excluded.

A copy of the judgment can be viewed here.


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