![HT-2022-000311 - [2024] EWHC 3569 (TCC)](https://backend.juristeca.com/files/emisores/logo_yJUntHA.png){kind=logo}
Associated body corporate
Associated body corporate
Turning then to the provisions of the Act, it seems to me, firstly, that there is no real issue that Click Group Holdings is an associated company of Click St Andrews for these purposes. Section 131 of the Act provides at subsection (1) that:
For the purposes of section 130, a body corporate (A) is associated with another body corporate (B), if -
one of them controls the other, or
a third body corporate controls both of them."
The subsection then provides that the following subsections (2) to (4) set out the cases in which a body corporate is regarded as controlling another body corporate. One of those subsections, subsection (4), provides that:
"A body corporate (X) controls another body corporate (Y) if X has the power, directly or indirectly, to secure that the affairs of Y are conducted in accordance with X's wishes."
The position in relation to these two companies, Click St Andrews and Click Group Holdings, is that Click Group Holdings, in my judgment, does control or did control Click St Andrews. That is because Click Group Holdings holds all the shares of Click Above Limited and Click St Andrews is a wholly owned subsidiary of Click Above Limited. Therefore, Holdings controlled Click St Andrews indirectly in the sense that it was able, through that corporate structure, to secure that the affairs of Click
St Andrews were conducted in accordance with its wishes. Indeed, on the facts, as Mr Levenstein has submitted, the controlling or directing mind of both of these companies was the same person, that is, Mr Emmett who appeared at trial on behalf of Click Group Holdings .
There are therefore, in my judgment, two factors in the Act which are satisfied, namely, that there is a relevant liability and that this claim is made against a body corporate which is associated with Click St Andrews within the meaning of the Act. That, therefore, means that the principal issue I have to consider is whether it is just and equitable to make this order.