Key Facts
- •Queensgate Place Ltd (QPL) brought a petition under section 994 of the Companies Act 2006 against Solid Star Ltd (SSL) and others for unfair prejudice.
- •Previous judgments determined liability and remedies for unfair prejudice.
- •This judgment addresses consequential issues, including corporation tax implications and costs.
- •The court lacked sufficient information to accurately calculate corporation tax, leading to estimations.
- •QPL's updated costs budget was submitted late, raising issues regarding its approval.
- •The court determined the liability for costs and ordered payments on account.
- •Freezing orders were continued.
Legal Principles
Section 994 of the Companies Act 2006 allows petitions for unfair prejudice.
Companies Act 2006
Costs are awarded to the successful party unless there is a good reason not to.
CPR 44.2(2)(a)
Indemnity costs may be awarded if a party's conduct is sufficiently out of the norm.
Implicit in CPR 44.2
Late filing of an updated costs budget may lead to its non-approval.
CPR 3.15A; National Museums and Galleries on Merseyside Board of Trustees v AEW Architects and Designers Ltd [2013] EWHC 3025 (TCC)
The court has discretion in determining costs, considering various factors including the conduct of the parties and the success of the claims.
CPR 44.3(7); Thakkar v Mican [2024] EWCA Civ 552
Outcomes
Corporation tax was estimated at 30% of chargeable gains, reducing the amount payable to QPL.
Insufficient information prevented precise calculation; a compromise figure was deemed just.
QPL's late updated costs budget was not approved but was considered by the costs judge.
The update was submitted significantly late and the court felt it was better suited to a different judge.
Costs were awarded to QPL against the respondents, with indemnity costs against Prakash up to the Liability Judgment.
QPL largely succeeded; Prakash's conduct justified indemnity costs.
A payment of £500,000 on account of costs was ordered.
Based on the approved budget, taking into account likely differences between actual and budgeted costs.
Freezing orders were continued.
Out of an abundance of caution.