Burnden Holdings (UK) Ltd v Fielding & Anor

Facts

The claimant, Burnden Holdings (UK) Limited, now in liquidation, was a holding company whose subsidiaries carried on a conservatory supply and construction business and, through Vital Energi Utilities Limited, a combined heat and power business. Its directors included the defendants, Mr and Mrs Fielding, who were also its controlling shareholders. In July 2007 Scottish & Southern Energy plc offered £6 million for a 30% shareholding in Vital. A series of transactions followed: on 4 October 2007 the shareholders exchanged their shares for shares in a new holding company, BHU Holdings Ltd; on 12 October 2007 the claimant's share in Vital was distributed in specie to BHU Holdings; on 15 October 2007 BHU Holdings went into members' voluntary liquidation and its liquidator transferred the Vital share to Vital Holdings Limited and the claimant's shares to Burnden Group Holdings Limited; and on 19 October 2007 Mrs Fielding sold a 30% holding in Vital Holdings to Scottish & Southern for £6 million. The claimant went into administration in October 2008 and into liquidation in December 2009. Proceedings alleging breach of fiduciary and statutory duty were issued on 15 October 2013. HH Judge Hodge QC, sitting as a Judge of the High Court, gave summary judgment for the defendants on limitation, and the claimant appealed with permission granted by Floyd LJ.