Pinfield v Eagles & Anor, Court of Appeal - Chancery Division, April 06, 2005, [2005] EWHC 477 (Ch)

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Pinfield v Eagles & Anor, Court of Appeal - Chancery Division, April 06, 2005, [2005] EWHC 477 (Ch)

Case No: 4BS50512

Neutral Citation Number: [2005] EWHC 477 (Ch)

IN THE HIGH COURT OF JUSTICE

CHANCERY DIVISION

BRISTOL DISTRICT REGISTRY

Royal Courts of Justice

Strand, London, WC2A 2LL

Date: 6th April 2005

Before:

THE HONOURABLE MR. JUSTICE HART

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Between:

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Mr. Michael Jefferis (instructed by Messrs. Moriarty Stone of Bristol) for the Claimant.

Mr. Gerard M. Heap (instructed by Messrs. Lloyd Williams of Swansea) for the Defendants.

Hearing dates: 28th February, 1st, 2nd March 2005

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JudgmentMr. Justice Hart :

1. This case concerns the ownership of the share capital of three limited companies:

i) Worcester Garden Limited (``WG'') which was incorporated on 16th July 2002 with an authorised share capital of £100 shares divided into 100 shares of £1.00 each;

ii) Worcester Garden (No. 1) Ltd (``WG1'') which was incorporated on 9th October 2002. This appears to have had the same authorised share capital;

iii) Worcester Garden (No. 2) Ltd (``WG2'') which was incorporated on 2nd August 2002, again apparently with a £100 authorised share capital.

2. The incorporation was in each case effected by company formation agents (D&D Law Agency Services Ltd) acting by their Mr Dwyer on the instructions of the first defendant Mr Paul Eagles. On each occasion one share only was issued, in each case to Mr Dwyer. Mr Dwyer was plainly not intended to be the beneficial owner.

3. The project in connection with which the companies had been formed was the acquisition of residential care homes. Mr Eagles had considerable experience of such businesses having been a moving spirit behind a company called Parkland Care Homes Limited. That company had, however, gone...

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