Sean Ronnan & Anor v Richard Stansfield & Anor

Facts

Mr and Mrs Ronnan and Mr Stansfield were the shareholders and directors of Rumour Bar & Club Limited, incorporated in October 2021 to set up and operate a bar and nightclub in Clitheroe. Mr and Mrs Ronnan held 55% of the shares between them and Mr Stansfield 45%; the company adopted the 2008 model articles, so board decisions were taken by majority. Each was to have a role: Mr Ronnan funding the refurbishment, Mrs Ronnan the design and fit out, and Mr Stansfield, who had nightclub experience, the day-to-day operation and the lease and on-licence. The club opened on 28 August 2022 and traded successfully, but Mr Stansfield closed it abruptly on 3 June 2023 after falling out with Mr Ronnan. The petition alleged, among other things, that he had taken the lease in his own name, threatened to sell it and cancel the licence unless paid £25,000, excluded the Ronnans from decision-making and from the company's accounts, and allowed Truth Nightlife Limited, controlled by his brother, to take the premises and the business. The Ronnans presented an unfair prejudice petition under section 994 of the Companies Act 2006 on 20 December 2023, seeking to be bought out. District Judge Matharu dismissed Mr Stansfield's application to strike it out or for summary judgment, and he appealed.