In Re Fountain Street Development Limited, the Royal Court ordered individual directors, and not the company, to pay the legal costs of a shareholder led winding-up application that was sought on "just and equitable" grounds.
The Court relied on the leading English Court of Appeal case, re Aurum Marketing Limited , to justify its departure from the standard order, that costs of such applications are treated as costs in the winding-up and found that the company directors were liable as a result of their conduct and resistance to the application. The cost liabilities for the directors (who were not legally represented) are likely to be significant. For practitioners, the case provides a timely reminder to advise clients of the Court's powers to sanction directors who exercise close control of companies to the detriment of shareholders.
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