Re Motion Picture Capital Ltd [2021] EWHC 2504 (Ch)

Court: High Court

Facts: The company, involved in film and television production, had removed the petitioner as a director due to misappropriation of funds. A settlement deed required repayment, and the company could reclaim the petitioner’s shares in case of default. After failing to repay, the company obtained a default judgment. Despite this, the petitioner alleged unfair prejudice, claiming that directors diverted income and opportunities to their other businesses, harming the company and its shareholders.

Issue: Whether a petitioner can continue an unfair prejudice claim after ceasing to be a member of the company.

Held: The court allowed the petition to proceed, ruling that although the petitioner was no longer a member, s.994 of the Companies Act 2006 does not impose a requirement to remain a member after the petition is presented, so long as the petitioner has a continuing interest in pursuing the claim.

Key Judicial Statement: The court's discretion under s.996 of the Companies Act 2006 is broad, making it challenging for respondents to argue that a petition should be struck out for lack of standing.