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Company Law

Analysis - guidance - compliance

19 SEP 2014

SMITHTON LIMITED v NAGGAR

SMITHTON LIMITED v NAGGAR
Court of Appeal
Arden, Elias, Tomlinson LLJ
10 July 2014

ARDEN LJ:
Issues on this appeal
[1] The appellant (“Hobart”) has brought proceedings against Mr Guy Naggar, a director of its former holding company (Dawnay Day International Ltd or “DDI”), to recoup losses which it incurred (on its case) in consequence of transactions with clients introduced to it through Mr Naggar. It seeks to recoup its losses by seeking damages on the basis that, while Mr Naggar was not one of the duly appointed directors of Hobart, he was a de facto or shadow director of it or alternatively on the basis that he was a director of DDI and the arrangements in question infringed section 190 of the Companies Act 2006 (“CA 2006”), (providing for the avoidance of substantial property transactions) giving rise to a statutory liability on his part to indemnify Hobart. The claims are for some £4m. By her order dated 11 July 2013, Rose J rejected both claims: she held that (1) Mr Naggar was not a de facto and shadow director and (2) the transactions did not fall within section 190. Hobart now appeals on these issues.

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