High Court Grants Injunction to Just Trays Ltd in Dispute with EMU Products Ltd Over Winding-Up Petition

Citation: [2024] EWHC 29 (Ch)
Judgment on

Introduction

In the case of Just Trays Limited v EMU Products Limited, the High Court of Justice was called upon to consider an application for an injunction to restrain the presentation of a winding-up petition. The applicant, Just Trays Limited, sought to prevent EMU Products Limited from winding up the company on the basis of an alleged substantial dispute over a claimed debt, per the Insolvency (England and Wales) Rules 2016, and pursuant to the court’s inherent jurisdiction.

Key Facts

The essence of the dispute centered upon whether a conversation regarding EMU Products’ supply chain involvement had occurred between Mr. Paul Haigh, acting for EMU Products, and Mr. Alex Norford, associated with Just Trays. Just Trays asserted that there was no such conversation, implying no acceptance or approval of EMU Products’ actions, leading to a substantial dispute about the debt claimed by EMU Products. The dispute extended to various issues, including whether a legal contract existed for the supply of goods, alleged breaches of directorial duty by Mr. Haigh towards Just Trays, and claims of secret profits, misuse of confidential information, and corporate opportunities by EMU Products.

The court applied several legal principles whilst deliberating on this matter:

  1. Injunction to Restrain Presentation of a Winding Up Petition: The court adopted the test for summary judgment, determining if there was a “real prospect” of the applicant successfully defending the claim or verifying the existence of a genuine triable issue.

  2. Directors’ Duties: Central to the case was an examination of the duties owed by a director under sections 175, 176, 177, and 182 of the Companies Act 2006 - notably, the duty to avoid conflicts of interest, not to accept benefits from third parties, and to declare interest in proposed transactions.

  3. Contract Validity: The court scrutinized the existence of a valid contractual agreement for the supply of goods between Just Trays and EMU Products, considering the absence of detailed evidence, and intellectual property claims relating to a “lightweight powder blend.”

  4. Sale of Goods Act 1979: Potential claims under section 14 were contemplated, regarding implied terms of satisfactory quality and fitness for purpose in the case of sales of an allegedly defective earlier version of the substrate powder.

  5. Equitable and Restitutionary Claims: The analysis included whether Just Trays could claim equitable remedies like an account of profits or restitution due to alleged wrongdoing by Mr. Haigh and potential involvement by EMU Products.

  6. Boardman v Phipps [1967] 2 AC 46: Referenced in the context of breach of trust, with implications for the entitlement of Just Trays to the profits made by EMU Products, and to what extent those profits would extinguish the statutory debt.

Outcomes

The Court found in favor of Just Trays, concluding that a real prospect existed for them to successfully defend against the claims by EMU Products. It was determined there were genuine triable issues, particularly in relation to the conversation’s disputability, the contractual validity of the goods supplied, and potential breaches of directors’ duties by Mr. Haigh. The judge granted the injunction, restraining the presentation of the winding-up petition by EMU Products based on various grounds.

Conclusion

The judgment delivered in Just Trays Limited v EMU Products Limited highlights the court’s role in scrutinizing claims leading to winding-up petitions and the legal benchmarks required to either sustain or restrain such actions. By administering a meticulous examination of factual disputes, contractual relationships, and fiduciary obligations within the extant legal framework, including statutory and case law references, this case demonstrates a significant application of corporate law principles in protecting companies from wrongful insolvency proceedings.

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