Core (UK) Limited v Benjamin Puncher & Anor

The court refused summary judgment on Core's application for £266,503.70 admitted by the first defendant, concluding that legal principles governing director remuneration and loans (including the requirements in the Companies Act 2006 and authorities such as Re Duomatic and Ball v Hughes) did not make summary disposal appropriate where the question is entwined with overlapping unfair prejudice proceedings.

The judge found that the admitted payments comprised a £40,000 loan and payments said to be for personal expenditure, but the outcome of the connected unfair prejudice petition and the prospect of a buy‑out of the defendants' shares meant there was a real prospect that the defendants would obtain relief at trial that would negate any need for immediate payment. The court also identified that issues of dishonest assistance and the characterisation of informal payment arrangements required disclosure and witness evidence and therefore a trial.

This was a first instance application for summary judgment heard on 14 July 2025 and determined on 31 July 2025. Core sought summary judgment against its former director Benjamin Puncher for £266,503.70, representing an admitted £40,000 loan and £226,503.70 of payments admitted in the defence to have been for the personal expenditure of the first and second defendants. Core alleged a total of £1,239,080.80 of improper payments and additional related losses in the overall claim.

Parties and background:

• Core (UK) Limited (claimant).
• Benjamin Puncher (first defendant) and Ara Puncher (second defendant), former director and Head of Finance, who each owned one third of Core's shares.
• Dispute arose after a 2022 breakdown between the Puncher defendants and the other two shareholder-directors (Marino and Jones), following which an internal investigation identified alleged improper payments and the Punchers resigned in December 2022.

Procedural posture: Core commenced these proceedings on 18 June 2024. The Punchers issued an unfair prejudice petition on 20 November 2024; by order of 20 May 2025 the petition was transferred to the Business List to be case and costs managed with these proceedings.

Nature of the application and issues:

• The summary judgment application sought judgment for the sum admitted in the defence (£266,503.70) on the basis that those payments required no further factual inquiry.
• The principal legal issues identified were the proper characterisation of payments to directors or shareholders (remuneration, dividends, expenses or loans), the statutory requirements for loans to directors (Companies Act 2006 sections 197, 207 and 213), and whether informal shareholder arrangements could defeat repayment now claimed by the company.
• Issues of alleged dishonest assistance by the second defendant and whether the claim for the full alleged improper payments was unfairly prejudicial to the Punchers were also central.

Court's reasoning: The judge summarised the applicable law on director remuneration and unlawful loans and accepted that those principles constrain recharacterisation of payments. However, because the claim and the unfair prejudice petition were substantially entwined, common issues would be tried together, including the character of informal arrangements and the valuation consequences of any buy‑out. The judge concluded there was a realistic prospect that, at trial, the Punchers could obtain a buy‑out order or other relief such that they would not be required to pay the sum sought now. Further, disclosure and witness evidence regarding the admitted payments and wider informal arrangements were necessary to resolve allegations of dishonest assistance and unfair prejudice. For case management reasons the marginal benefit of deciding the admitted sum now did not outweigh the need for trial.

Result: The application for summary judgment was dismissed and the admitted sum remains an issue to be addressed at trial alongside the unfair prejudice petition and other claims.

The Summary Judgment Application is dismissed. The court refused summary judgment because the admitted payments are intertwined with an ongoing unfair prejudice petition and other issues (including alleged dishonest assistance and informal shareholder arrangements) that require disclosure, witness evidence and trial; there is a real prospect that trial relief (notably a buy‑out) would render immediate payment unnecessary.