Stuart Wells v Paul Hornshaw & Ors
| Court | Chancery Division |
| Judge | Mr Justice Adam |
| Neutral Citation | [2024] EWHC 330 (Ch) |
| Date | 19 February 2024 |
| Year | 2024 |
| Counsel | Paul Chaisty Kc,Thomas Grant Kc,Gabriella Mcnicholas |
Case No: CR-2019-LDS-000783
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURT IN LEEDS
INSOLVENCY AND COMPANIES LIST (ChD)
IN THE MATTER OF TRANSWASTE RECYCLING AND AGGREGATES LIMITED
AND IN THE MATTER OF THE COMPANIES ACT 2006
Leeds Combined Court Centre
1 Oxford Row, Leeds, LS1 3BG
Date: 19/02/2024
Before :
MR JUSTICE ADAM JOHNSON
- - - - - - - - - - - - - - - - - - - - -
Between :
STUART WELLS
Petitioner
- and –
(1) PAUL HORNSHAW
(2) MARK HORNSHAW
(3) TRANSWASTE RECYCLING AND
AGGREGATES LIMITED Respondents
- - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - -
Paul Chaisty KC (instructed by Ward Hadaway LLP) for the Petitioner
Thomas Grant KC and Gabriella McNicholas (instructed by Milners Solicitors) for the
Respondents
Hearing dates: 18, 19, 20, 21, 22, 25, 26, 27, 28, 29 September,
02, 03, 04, 05, 09 and 10 October 2023
- - - - - - - - - - - - - - - - - - - - -
Approved Judgment
This judgment was handed down remotely at 10.30am on Monday 19 February by circulation
to the parties or their representatives by e-mail and by release to the National Archives.
.............................
MR JUSTICE ADAM JOHNSON
Approved Judgment
Transwaste Recycling and Aggregates Ltd
CONTENTS
Paragraph
I. Introduction & Background 1
II. Some Initial Points 19
III. The Trial and the Witnesses 23
IV. The History in More Detail 31
TRAL’s Business Model 32
Derek Taylor 33
Transwaste Services Limited 34
The 2003 Shareholdings 35
Management Fees 38
Humber Properties Limited 39
The Move to Melton 41
The 2008 Shareholdings 42
Mr Taylor Retires 43
Wauldby Associates Limited 45
Seneca Global Limited/Caird Peckfield Limited 48
The Elliotts: Seneca Investments Limited 51
The Hornshaws’ Interests 52
Mr Clark’s Valuation (including Adjustments) 54
V. The Petition 61
Share Dilution 62
Payments to Associated Companies of the Hornshaws 64
Payments to the Elliotts/Associated Companies of the Elliotts 67
Benefits Paid to the Hornshaws 68
Investments in the Melton Premises 69
Personal (and other) Loans and Guarantees 71
Failure to Declare Dividends 72
The Attero Transaction 73
VI. Issues 74
VII. The 2008 Dilution 76
The 20 June 2008 Meeting 83
Mr Wells’ Case 83
The Alternative Case 91
Discussion with Mr Thompson 104
VIII
.
Mr Wells’ decision to leave/the SHA 108
Mr Wells’ Decision to Leave TRAL 108
The Mechanism in Cl. 7 of the SHA 111
Did the Parties Agree to Bypass Cl. 7? 117
The Legal Effects of Clause 7 119
IX. Mr Clark’s Valuation 121
X. Payments to Associated (and other) Companies 131
Were the Payments Made? 132
Were the Payments Excessive or Uncommercial? 136
Payments identified by Mr Clark 137
Other Payments 139
XI. Conflict of Interest and Account of Profits? 144
2
MR JUSTICE ADAM JOHNSON
Approved Judgment
Transwaste Recycling and Aggregates Ltd
The Argument 144
Section 177 CA 2006 147
What Did Mr Wells Know? 149
TWS 150
Wauldby 151
Caird Peckfield/Seneca Global 164
The Counter-Argument 168
Discussion and Analysis 169
XII. Other Allegations of Mismanagement 181
Benefits Paid to the Hornshaws 183
Investments in the Melton Premises 184
Personal (and other) Loans and Guarantees 185
Personal Loans 185
Knightsbridge Loan 186
Caird Peckfield Guarantee 187
The Attero Transaction 191
XIII
.
Non-Payment of Dividends 192
XIV. Unfair Prejudice 201
Periods pre-September 2015 202
Mr Wells’ decision to leave 202
Prejudice 203
Was the prejudice unfair? 206
Periods Post-September 2015 216
Matters are left to drift 217
Was there unfair prejudice? 221
Directors’ Loan Accounts 225
Dividends 226
The Attero Transaction 236
The Valuation Exercise 237
XV. Remedy 241
General 241
Order 244
Valuation Date 246
Minority Discount 250
Mr Wells’ Arguments 251
Discussion & Conclusion 253
XVI. Conclusion and Disposal 267
3
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