Fane v Wellesley & Ors [2025] EWHC 352 (Ch)

The Defendants represented by Mr Thomas Horton by Public Access

• This is my judgment on the Claimant’s application (“the Application”) made by an application notice dated 1 February 2024 for judgment on admissions pursuant to CPR 14.4 and/or for summary judgment pursuant to CPR 24.2, providing for judgment on part of the claim against the Defendants and dismissing the 1^st, 2^nd and 3^rd Defendants’ Counterclaim.

• The Application was supported by a witness statement made by the Claimant on 1 February 2024.  The Defendants relied on a witness statement in response dated 22 April 2024 of Mr Henry Warren.  At the time he made the statement Mr Warren was a senior associate solicitor employed by Shoosmiths LLP who then acted on behalf of the Defendants.

• The Claimant and the 1^st, 2^nd and 3^rd Defendants are the registered shareholders in the 4^th Defendant (“the Company”).

• The shareholders’ rights as between themselves are governed by the articles of association of the Company (“the Articles”) which were adopted by a special resolution dated 5^th December 2018 and by a shareholders’ agreement (“the SHA”) made on about 30 October 2015 between the then shareholders in the Company and the Company.

• The dispute is as to the Claimant’s rights under the Articles and the SHA.

• Except for a minor quibble as to whether there are 2,350,520 or 2,350,000 issued preference shares in the Company, the shareholdings in the Company, as alleged in paragraphs 2 and 3 of the Particulars of Claim (“the PoC”) are admitted in the Defence.  As regards the ordinary shares, the shareholdings were and are as follows:

• As alleged in paragraph 4 of the PoC and admitted in paragraph 4 of the Defence, there are currently three directors of the Company:

7.1.   The 1^st Defendant, who was appointed a director on 1 May 2013.

7.2.   The 2^nd Defendant, who was appointed a director on 8 April 2014.

7.3.   Mr Mark Winlow, who was appointed a director on 3 July 2018.

Continue reading this Judgment here.