Sir Henry Royce Memorial Foundation v Hardy

The court determined a Part 8 claim under sections 116–119 of the Companies Act 2006 concerning a member's request to inspect and copy the company's register of members. The judge held that the request was invalid because it did not contain the information required by section 116(4)(d) (whether the information would be disclosed to any other person), and that the later email from the requester did not operate to aggregate or retrospectively validate the original request. The court assessed the stated purposes at the time the request was made and found that, while seeking an explanation for a delayed annual general meeting and the production of accounts were on their face proper purposes, the stated purpose of removing five directors was improper because the allegations related to conduct in a different company. The claimant therefore succeeded and the court ordered that the company need not comply with the request (a no-access order). The judge also considered but was not satisfied on the evidence that the requester would misuse the information in breach of section 119.

This is a first-instance trial of a claim by a charitable company limited by guarantee for a declaration and orders under section 117 of the Companies Act 2006 that it was not required to comply with a member's request under section 116 for inspection and a copy of the register of members.

Background and parties:

• The claimant is a registered charity and company limited by guarantee which runs a museum/archive and is funded largely by members of a separate Rolls-Royce Enthusiasts Club.
• The defendant was a member who sought access to the claimant's register on 10 February 2020 and later asserted purposes for calling a special general meeting, including removal of five directors.

Nature of the application/relief sought: The claimant applied under section 117 for a court direction that it was not obliged to comply with the defendant's request to inspect and copy the register.

Issues framed by the court:

• Whether the defendant's request complied with the formal requirements of section 116(4) of the Companies Act 2006.
• If the request were valid, whether the stated purposes were "proper purposes" under section 117(3).
• Whether the court should refuse access because of a real risk the defendant would misuse the information, invoking section 119 and the court's protective jurisdiction.

Court's reasoning and decision:

• The judge found the original written request lacked the statement required by section 116(4)(d). Drawing on authority in Fox-Davies v Burberry and the statutory scheme, the court held that compliance with section 116(4) is mandatory and the request was invalid at the time it was made; the later email was an attempt to correct, not a fresh request, and could not be read together with the original to create a single valid request.
• On the merits evaluated as at the date of the request, the court held that seeking a meeting to obtain an explanation for a delayed AGM and to see the accounts were proper purposes, but that seeking removal of five directors was not a proper purpose because the allegations related to their conduct in a different company and not to their role as directors of the claimant.
• The court examined evidence about the defendant's litigation history and propensity to pursue multiple remedies but was not satisfied on the balance of probabilities that he intended to misuse the register; absent such proof the statutory criminal sanctions (section 119) were the appropriate protective mechanism rather than a discretionary refusal of access.

Outcome: The claimant succeeded and the court made a no-access order under section 117.

The claimant's application succeeded. The court held that the defendant's request under section 116 was invalid because it omitted the information required by section 116(4)(d) and could not be cured by later correspondence; alternatively, judged at the time it was made one of the stated purposes (removal of five directors) was improper because it related to conduct in another company. The court therefore directed that the claimant need not comply with the request and made a no-access order.