James William Haggart & Anor v Elanzo Alastair Burgess & Ors

The court declared the Companies House filings dated 14 August 2021 (the appointments of two Burgess family members as directors and the allotment of shares) invalid and ineffective and granted declarations and orders to remove the relevant entries from the register and to rectify the register of members. The judge held that the Company’s sole director and sole shareholder, Mr Haggart, had not "come to a view" under the Company’s articles to appoint the two directors or to permit the allotment of shares in the 80:20 configuration recorded by the Filings. The court assessed the Duomatic principle and concluded it did not apply because Mr Haggart lacked the requisite informed, unanimous consent and full knowledge of the material details. The declarations and statutory orders were granted under the Companies Act 2006, sections 1096 and 125, and relief was sought also under section 790V.

Background and parties:

• The claimant, Mr Haggart, a nightclub promoter, and Iktomi Events Limited (the Company) sought declarations that Forms filed at Companies House on 14 August 2021 notifying two Burgess family members as directors and an allotment of shares were invalid; that Mr Haggart remained sole shareholder; and orders under the Companies Act 2006 to remove the filings and to rectify the register of members.
• The defendants were members of the Burgess family, who ran the nightclub business and alleged an agreement across family meetings for a reallocation of shareholdings (80:20) and appointments of directors.

Nature of the application and issues:

• The claim was a first-instance company law dispute seeking declarations and statutory relief under the Companies Act 2006, principally sections 1096 and 125, and relying on company articles and the Duomatic principle.
• The central issues were whether, prior to 14 August 2021, Mr Haggart (as sole director and sole member) had made a decision within the meaning of the articles, or given unanimous informed consent under Re Duomatic, permitting the appointments and share allotment; and whether the statutory routes authorised removal or rectification of the register entries.

Court’s reasoning:

• The judge analysed the Company’s articles (model articles and bespoke provisions) and concluded that a director must have "come to a view"—i.e. reached a decision beyond mere contemplation—to effect the changes. The judge found, on the evidence, that Mr Haggart had not formed such a view and had not been made aware of the Filings until February 2022.
• The Duomatic principle requires unanimous and informed consent with "full" knowledge of material details. The court found Mr Haggart lacked the necessary knowledge and therefore could not be treated as having assented or acquiesced.
• The judge assessed credibility and contemporaneous documents, applying guidance about the fallibility of memory in commercial litigation, and preferred Mr Haggart’s account over the defendants’ recollections that a binding agreement had been reached.
• Given these findings, the statutory tests in sections 1096 and 125 supported removal and rectification of the register entries as sought by the claimants.

Relief sought and outcome:

• The court granted the declarations sought and the orders required to remove the filings from the register and to rectify the register of members, as pleaded in the amended claim form.

The court granted the claimants’ declarations and statutory relief. The judge held that Mr Haggart, as the Company’s sole director and sole shareholder, had not "come to a view" to appoint the two Burgess family members as directors nor to authorise the 80:20 share allotment, and that the Duomatic principle did not operate because he lacked the required informed, unanimous consent. Consequently the Filings of 14 August 2021 were invalid and were to be removed and the register rectified under the Companies Act 2006.