Taylor v Taylor & Anor (Re Jamett Properties Ltd) [2026] EWHC 106 (Ch)

Unfair Prejudice Claim Succeeds in Family Quasi-Partnership: Key Lessons from Jamett Properties 

In a recent shareholder dispute, the Court held that Jamett Properties Ltd operated in substance as a classic quasi-partnership between two brothers, Joe and Jim Taylor, from 2002 until their relationship broke down in 2013. Although Jamett was incorporated as a limited company, the Court emphasised that it would look beyond the articles of association to the real-world relationship and understandings between the shareholders. 

Why the company was treated as a quasi-partnership 

The Court’s reasoning followed familiar quasi-partnership indicators: 

1. A family business context 

Jamett was inherently a family enterprise: founded by the brothers’ father, later run by their mother, and ultimately passed to the siblings. In 2002, the sisters sold their shares so that Joe and Jim could run the company together and continue the family business. 

2. A shared understanding of joint management 

There was a clear mutual expectation that the brothers would jointly manage and develop the business. Decision-making was informal, responsibilities were divided by skillset, and the company was run on a trust-based, cooperative footing. There were no formal board meetings or minutes, reinforcing the reality that the business operated more like a partnership than a conventional corporate structure. 

3. Trust and confidence as the foundation 

 A hallmark of quasi-partnerships is that the business depends on mutual trust and confidence. The judge found that the articles were never intended to be the complete code governing the brothers’ relationship. Instead, the company functioned on the basis of personal cooperation and shared expectations. 

The unfair prejudice finding under Section 994 

Against that background, the Court concluded that Jim’s post-2013 conduct amounted to unfair prejudice under Section 994 of the Companies Act 2006. 

The core unfairness: exclusion from the business 

The central issue was Joe’s exclusion. After relations deteriorated, linked to Joe’s dismissal from a connected business, Jim decided he no longer wished to work with his brother. From that point onwards, Joe was effectively shut out of Jamett. 

The Court found that Joe was never validly removed as a director, yet Jim treated him as excluded and ran the company as if he were the sole decision-maker. 

Lack of information, consultation, and transparency 

Joe was denied meaningful access to company information, including bank statements and explanations for major financial decisions. There were no AGMs, no proper consultation, and no transparency consistent with the brothers’ legitimate expectations in a quasi-partnership. 

Self-interested conduct and connected-party transfers 

Most significantly, the Court found that Jim ran the company in his own interests, treating Jamett as an extension of his wider business activities. Large sums were transferred from Jamett to an associated company, Mixit, without security, interest, or proper justification. 

When Mixit later collapsed owing Jamett millions, Jamett did not pursue recovery in a meaningful way, while Jim personally did. On the Court’s assessment, that pattern reinforced the conclusion that Jamett’s affairs were being conducted in a manner unfairly prejudicial to Joe. 

Key takeaway: legitimate expectations matter in quasi-partnerships 

Taken cumulatively, Jim’s conduct breached both: 

• the brothers’ legitimate expectations in a quasi-partnership setting; and 
• Jim’s director duties, particularly where decisions benefited connected interests at the expense of the company (and the excluded shareholder). 

In a family quasi-partnership, exclusion from management and a lack of transparency are rarely viewed in isolation. Here, the Court treated the overall course of conduct as both prejudicial and unfair. 

An observation on ADR timing 

The parties attempted mediation only a couple of months before trial. In shareholder disputes, especially where relationships have broken down, early ADR often preserves options and reduces cost exposure. Leaving mediation until late can narrow the realistic settlement range, particularly once parties are entrenched and expert evidence is in play. 

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