Lydia Seymour successful in Court of Appeal case CRAFT v Pope & Ors

Lydia Seymour recently acted for the successful Respondent in CRAFT v Pope & Others [2022] EWCA Civ 22, which considered the extent to which a company could subsequently challenge the decisions of sole Directors and Members to award themselves company property. 

CRAFT brought claims for breach of directors’ duties and breach of fiduciary duty against its former directors/members who had awarded themselves company property in circumstances in which the company’s constitution prevented distribution of its assets. The Defendants had asserted that they could not be in breach of any duty to the company because the interests of the company should be equated to the interests of the sole members/directors, and further that the company could not bring any claim in relation to decisions ultra vires its constitution because section 39 of the Companies Act 2006 had abolished the ultra vires doctrine.

Each of these defences failed at first instance (Judgment available here), and that judgment was upheld by the Court of Appeal. The decision also contains a separate section containing consideration of the Court of Appeal’s jurisdiction to re-open refusal of permission to appeal.

The case will be of particular interest to company law practitioners as a rare example of appellate consideration of the position of companies limited by guarantee.

Lydia was instructed by Hugh James Solicitors.

Find out more

Lydia Seymour has a specialist pensions and employment law practice. She has been recognised by the legal directories as a leading junior since 2005 and is listed for employment, pensions and professional negligence.

To find out more, contact Sam Carter on +44 (0)203 989 6669 or Colin Bunyan on +44 (0)20 7427 4886 for a confidential discussion.

News 9 Feb, 2022