Griffiths & Anor v Wheatley & Ors (Wall Lag (Wales) Ltd) (Rev1) [2025] EWHC 1843 (Ch)

Mr Stephen Hackett (instructed by RHF Solicitors) for the Petitioners

HHJ Halliwell :

(1) Introduction

On 20 January 2025, an unfair prejudice petition (“the Petition“), under CA 2006 s994, was presented in respect of Wall Lag (Wales) Limited (“the Company“). The Petitioners (together “the Petitioners“) are Jane Griffiths (“Mrs Griffiths“) and Julie Jones (“Mrs Jones“). The Respondents to the Petition are Barbara Wheatley (“Mrs Wheatley“), Mrs Alison Gomm (“Mrs Gomm“), Beverley Griffiths (“Miss Beverley Griffiths“), Tracy Griffiths (“Miss Tracy Griffiths“), Samuel Griffiths (“Mr Samuel Griffiths“), Mr Daniel Griffiths (“Mr Daniel Griffiths“) and the Company itself.

Before me, there are three applications for disposal, namely: (1) an application, on behalf of Mrs Wheatley and Mrs Gomm, for summary judgment or an order striking out the Petition (“the Main Application“); (2) an application, on behalf of the Petitioners, for relief from sanction in respect of their failure to file and serve evidence in accordance with a court order dated 11 April 2025 (“the Relief from Sanction Application“); and (3) an application, again on behalf of the Petitioners, for permission to amend their Points of Claim in support of the Petition (“the Amendment Application“).

At the hearing before me on 26 June 2025, Mr Stephen Hackett, of counsel, appeared for the Petitioners and Mr Tony Beswetherick KC appeared for Mrs Wheatley and Mrs Gomm. No one attended the hearing on behalf of the other respondents to the Petition. However, following the hearing, Miss Beverley Griffiths and Miss Tracy Griffiths filed letters dated 4 July 2025 confirming that, whilst they would abide by the Court’s decision, they would be content for the Petition to be struck out or summary judgment entered on the Main Application.

(2) Background

The Company was incorporated as long ago as 7 March 1977 and commenced business supplying and installing of cavity wall insulation. More recently, it has supplied and installed central heating and air conditioning, providing plumbing and ancillary services. For many years, Messrs Richard Clwyd Griffiths (“Mr Griffiths“) and Alan Wheatley (“Mr Wheatley“) operated the business with Mr John Roberts. However, Mr Roberts was never a shareholder and, several years ago, he resigned as a director.

In November 2020, Mr Griffiths ceased to be actively involved in the management of the business although he was formally recorded as a director at Companies House until his death on 4 September 2024. Mr Wheatley died shortly before Mr Griffiths in 2023. With effect from April 2023, he was no longer recorded as a director at Companies House.

Mrs Griffiths is Mr Griffiths’ widow. Mrs Jones, Miss Beverley Griffiths, Miss Tracey Griffiths, Mr Samuel Griffiths and Mr Daniel Griffiths are Mr Griffiths’ adult children.

Mrs Wheatley is Mr Griffiths’ sister. She is also Mr Wheatley’s widow. Mrs Gomm is her daughter.

Mrs Wheatley, Mrs Gomm and Miss Beverley Griffiths are now the Company’s only directors. Mrs Gomm and Miss Beverley Griffiths were appointed as directors when, in November 2020, Mr Griffiths ceased to be actively involved in the management of the Company. Since then, Mrs Gomm has been designated managing director and, on that basis, assumed responsibility for the management of the Company. Mrs Wheatley was appointed as a director on 15 May 2023.

The Company’s issued share capital of £25,000 is divided into 25,000 ordinary shares. The Company’s most recent annual return at Companies House was filed as long ago as 12 October 2015. It was then recorded that Mr and Mrs Griffiths and Mr and Mrs Wheatley held 6,250 ordinary shares each.

The Petition has been presented on the footing that Mrs Griffiths is still entitled, in her personal capacity, to some 6,250 shares. It is also contended that, as Mr Griffiths’ personal representatives, Mrs Griffiths and Ms Jones hold another 6,250 shares as part of his unadministered estate. However, this is in issue.

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