Brown v Bray & Anor

Facts

Mr Philip Brown, a quantity surveyor, went into business in 2007 with Mr Stephen Bray and Mr Philip Sharp through Audas Project Management Limited ("APML"), each holding an equal shareholding and working full time in the business. In 2010 the parties adopted new articles and executed a shareholders' agreement; when Audas Group Limited ("AGL") was incorporated in December 2012 as a holding company to acquire APML and a 60% stake in Sigma (Leeds) Limited, materially identical articles and a shareholders' agreement were put in place, the three men each holding 333 A ordinary shares and their wives one share each. At a meeting on 24 November 2015 Mr Bray announced that the working relationship had come to an end; negotiations for the purchase of Mr Brown's shares followed but foundered on price. On 4 September 2017 Mr Brown was dismissed as an employee following a disciplinary hearing, his access to company and bank information was curtailed, and after he emailed the company's bank on 24 November 2017 attaching management accounts, the board resolved to require a transfer notice at £1 per share and he was removed as a director. He petitioned under Section 994 of the Companies Act 2006; the respondents counterclaimed for specific performance.