Jurisdiction(s):
United Kingdom

Unfair prejudice (s 994 CA 2006): exclusion judged on all circumstances, including unknown misconduct; quasi-partnership claim rejected — Re Dinglis Properties Ltd [2019] EWHC 1664 (Ch)

Published on: 04 July 2019

Published by a LexisNexis Dispute Resolution expert

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Re: Dinglis Properties Limited [2019] EWHC 1664 (Ch) What are the practical implications of this case?

This is an unusual unfair prejudice matter where one party is entirely blameless. Commonly, in response to a perceived unfair act by a co‑venturer, a petitioner resorts to self‑help that, in one guise or another, breaches the understanding underpinning the quasi‑partnership or their obligations as a director, an employee, or both. Such behaviour frequently only surfaces during litigation after relations have collapsed and the petitioner has been excluded. In the typical scenario, where the respondent cannot defend the exclusion by reference to what they knew at the moment of exclusion, the outcome may turn on whether they can rely upon the petitioner’s conduct that occurred before and at the time of exclusion but was not known to the respondent then. This ruling confirms that the respondent may rely on that conduct at trial to establish that the exclusion, even if it...

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