Matthew Nicholas Tom v Ashkhan Darius Candey & Ors

A petition under section 994 of the Companies Act 2006 is subject to the limitation period applicable to the relief sought. A claim for a share-purchase order is non-monetary and falls in principle within the 12-year period under section 8 of the Limitation Act 1980. A claim for a specific monetary payment falls within section 9 and the six-year period.

The existence of a parallel contractual claim does not prevent a petitioner framing and pursuing a genuinely different statutory unfair-prejudice claim. Delay within the applicable limitation period is not, by itself, sufficient for summary dismissal. Strike-out or summary judgment may nevertheless be justified where the evidence clearly establishes acquiescence, election, abuse, or that no reasonable judge could grant relief. Those issues will ordinarily require trial evidence.

Matthew Tom presented a petition under section 994 of the Companies Act 2006 concerning the affairs of Candey Limited. He alleged unfair prejudice arising from exclusion from management, disputes over his shareholding and director’s loan account, dilution of his shares, and non-payment of commission.

The first to fourth respondents applied under CPR rule 3.4 and Part 24 to strike out the petition or obtain summary judgment. They relied on limitation, delay, acquiescence, election, abuse of process, and allegedly reasonable offers to purchase Mr Tom’s shares. The central issues were whether the claims were time-barred or abusive and whether those matters could safely be determined before the listed trial.

1. Application dismissed. The petition raised substantial factual and legal issues unsuitable for final determination before trial. The strike-out jurisdiction requires acceptance of pleaded facts unless self-contradictory or obviously wrong, and summary judgment requires both no real prospect of success and no other compelling reason for trial.
2. The loan-account allegations were advanced as part of the claim for a discretionary share-purchase order, not as a standalone contractual claim for repayment. Following THG plc v Zedra Trust Company (Jersey) Ltd [2024] EWCA Civ 158, a share-purchase order is non-monetary and falls in principle within section 8 of the Limitation Act 1980. The possibility that the valuation might reflect the loan account did not convert the claim into a claim for a debt or compensation.
3. The statutory claim was materially different from any possible contractual claim. It involved different respondents, different duties, a flexible discretionary remedy, and the possibility of valuation adjustments. The petitioner was entitled to frame his case within the limitation period available to the remedy actually sought.
4. The commission claim sought payment of a specific sum and was therefore in principle subject to section 9 of the Limitation Act 1980. However, limitation had not been pleaded, the date on which the costs assessment was completed was unclear, and a possible section 32 concealment issue could not be resolved summarily.
5. Delay, acquiescence and election were not established. Mere delay within the relevant limitation period was insufficient. The allegations concerned continuing matters, including a 2016 share dilution, and the evidence about Mr Tom’s knowledge, objections, negotiations and reasons for delay required disclosure, oral evidence and cross-examination.
6. The respondents’ offers did not justify strike-out. On the material before the court, they were not plainly reasonable offers capable of curing the alleged unfairness, particularly after the later share dilution and the absence of any outstanding offer.