COMP-BVS-FA-JUNE-2223-IS

BAR VOCATIONAL STUDIES

COMPANY LAW & INSOLVENCY

ELECTIVE ASSESSMENT
JUNE 2023

INSTRUCTIONS TO STUDENTS

Synergy Car Rentals Limited

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1. Check that your instructions have no missing pages. You should have:

(a) Instructions to Students (4 pages).

(b) Case Papers (15 pages).

2. The skill tested in this assessment is in respect of your knowledge of Company

Law and Insolvency, and your ability to advise accurately and appropriately in an
opinion, therefore utilising your Opinion Writing skills and knowledge.

3. Consider your instructions in the case of Synergy Car Rentals Limited. Prepare
the case carefully and thoroughly, doing such legal research as you consider
necessary.

4. Any inconsistencies and apparent or possible errors are to be treated as features

of the papers as delivered to counsel in chambers.

5. Write an Advice in accordance with your instructions. Assume you are writing the
Advice on 7 June 2023.

6. Write or type out your Advice clearly and neatly. Legibility is very important.

7. There is an absolute word limit of 4000 words for the Advice. You must also
use a font size of not less than Arial 11, and your Advice must include margins on
the top, bottom, right and left-hand sides of not less than 2.5 cm. You must leave
a gap between paragraphs. In the event that you hand in a longer advice the
mark allocated to the Advice will be determined on the basis of that part which
comes within the above requirements.

8. The length of any handwritten submission will be considered in the light of the
above requirements to determine its length, and marks will be allocated in the
same way as above.

9. Use a pseudonym where the signature of the author is required.

10. Your answer must be submitted to Moodle by 3.00 p.m./15.00 (UK time) on 22
JUNE 2023 Instructions on how to do so are as follows:

o Open the BVS Central 2022-23 module.

o Scroll down to the Assessments Information section and click on ‘Company
Law & Insolvency Inbox’.
o Once open, click Add submission, and browse to find your file.
o Please ensure that you click ‘Submit assignment’ before exiting. Your work
will not be submitted unless you do so.
o It is absolutely vital that you use your candidate number + the subject
name as the file name of your submission. So, if your candidate number
is 4500, please name your file: 4500 Company Law & Insolvency.

Once submitted, you cannot amend your submission or upload another

submission. Make sure you upload your final submission.

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11. Submissions by email or post will not be accepted.

12. Except in accordance with Assessment Regulation 9.2, late submission is not
permitted. Any work submitted after 3pm/15:00 (UK time) on 22nd June 2023 will
not be marked and is liable to be counted as Fail by non-submission.

13. Because this exercise is part of the assessment process, you must work on it
alone. Note carefully the warning on cheating and plagiarism that follows.

WARNING - CHEATING AND PLAGIARISM

Remember that you must prepare for this assessment entirely on your own and
submit notes which are entirely your own work. Otherwise, you will be guilty of
cheating and/or plagiarism under the Assessment Regulations.

If you are in doubt as to what constitutes cheating and plagiarism, re-read the
Assessment Regulations and the relevant section of the Bar Vocational Studies
Course Handbook.

Students in the past have been found to have cheated and/or plagiarised. The
penalties can be severe (and may include disciplinary action by your Inn and/or
refusing to certify you as having completed the BVS). You are putting your career in
jeopardy if you cheat or plagiarise.

14. Your Advice will be assessed on the opinion writing criteria set out on the next
page.

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ASSESSMENT CRITERIA

BVS OPINION WRITING ASSESSMENT CRITERIA

In order to be graded Competent or above your Opinion must satisfy these criteria:

1. Language 10%
(i) Clear, concise and grammatical English
(ii) Correctly spelled and appropriately punctuated
(iii) Uses language and style appropriate to an opinion

2. Structure 10%
(i) Properly headed
(ii) Neatly laid out
(iii) Signed
(iv) Makes appropriate use of sub-headings and paragraphs
(v) Follows a logical order

3. Issues, Law and Facts 30%

(i) Identifies the relevant law, facts and issues
(ii) Omits irrelevant matters
(iii) Demonstrates a sound understanding and application of the relevant law to the
relevant facts.
(iv) Gives each issue due weight and significance

4. Conclusions and Reasoning 30%

(i) Reaches clear conclusion on all relevant issues
(ii) Reaches a clear overall conclusion
(iii) All conclusions supported by appropriate reasoning
(iv) Explains, if necessary, why a definitive conclusion cannot be reached

5. Advice on evidence, procedure and practical matters 20%

(i) Identifies and asks for relevant further information
(ii) Shows a practical understanding of where, how, why and from whom further
information may be obtained
(iii) Clearly identifies and advises on any practical and procedural steps

Note that a student will fail a skills assessment if it is found that they have committed a “fatal
flaw”, even if they have otherwise gained sufficient marks in order to pass. A fatal flaw could
be, but is not limited to:
• A significant and grave error of law or procedure;

• An error in legal or case analysis that is so clearly incorrect that it would put the
interests of the client(s) at risk;

• An error in legal or case analysis that is so clearly incorrect that is puts the barrister at
risk of liability for negligence or a disciplinary finding.

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BAR VOCATIONAL STUDIES

COMPANY LAW & INSOLVENCY

ELECTIVE ASSESSMENT
JUNE 2023

CASE PAPERS

Synergy Car Rentals Limited

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IN THE MATTER OF SYNERGY CAR RENTALS LIMITED

____________________________________

INSTRUCTIONS TO COUNSEL TO ADVISE

____________________________________

Counsel will find herewith:

1. Articles of Association of Synergy Car Rentals Limited.

2. Draft statement.
3. Relevant correspondence and notices.
4. Summary of management accounts.

Those Instructing have been consulted by Mr. Freeman who is a director of Synergy Car
Rentals Limited. The Company was formed with three directors who were also the
shareholders. In addition to Mr Freeman, these were Mr Freeman's son-in-law, Mr Edward
Reynolds, and Mr Freeman's sister, Mrs Chester (now deceased).

It would appear that the Company has been run on a very informal basis since its inception.
Mr Freeman understood that Mr Reynolds and Mrs Chester were doing all that was necessary
including keeping and filing of all accounts and company documents. Mr Freeman is aware
that, given he was a director, he has perhaps not done as much as he should have,
particularly after the death of his sister. Mr Freeman was unaware that private companies no
longer need to hold AGMs under Part 13 of the Companies Act 2006 and, when told about it,
said that he regarded AGMs as an unnecessary formality. He also assumed that formal
Board meetings were not necessary as he and Mr Reynolds, at least in the early days,
discussed how the business was running on an informal basis.

Over the years the Company has become financially successful, as can be seen from the
summary of the accounts enclosed. Mr Freeman had no cause for concern until late autumn
2022. He was then away until mid-February 2023 and his concern has grown, firstly because
there appears to be a distinct downturn in turnover in the last 18 months or so and, secondly,
because he has recently received notice of a meeting to remove him as director.

In respect of the downturn in business, various searches were made, and Instructing Solicitors
have found that a company with the name Seasons Car Rentals Limited was incorporated in
November 2021. Its registered address is 18 Eldridge Way, Bournemouth BM3 6HN. That
company has, from the documents filed at Companies House, three directors (Mr E.
Reynolds, Ms E Honorie and Mr C. Partridge), who hold 50, 25 and 25 shares each. As at the
date of these Instructions no filed accounts are available for this company.

Mr Freeman has recently visited the premises of Seasons Car Rentals which are only about
half a mile from Synergy Car Rentals. He did not go in as he did not want the others to know
he knew about this business. However, he noted from the cars parked on site and the signs
displayed that Seasons Car Rentals was renting cars very similar to those rented by Synergy
Car Rentals (generally middle range cars). He also happened to bump into a man whom he
recognised as a regular customer at Synergy Car Rentals when it was still at 18 High Street,
Bournemouth. He started a conversation with him and discovered he had recently begun to
rent from Seasons Car Rentals as the result of a conversation he had had with Edward
Reynolds who had suggested he move to Seasons Car Rentals. Mr Freeman did get the
man's name and phone number. He told the man that he would like more information about
the quality of the Seasons Car Rental cars.

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Mr Freeman is now convinced that, probably from the time that Synergy Car Rentals moved to
the new premises, Mr Reynolds has purposely been keeping him in the dark about the
business, effectively excluding him from it. He really has no further interest in the business
and would like to extract his share of the money from it. However, he is concerned because
his share in the business has been watered down by the issue of shares to two new
shareholders without his knowledge or consent. He is also concerned that, given the reduced
turnover, in his view probably due to diversion of business to Seasons Car Rentals, the value
of the business has also reduced.

Counsel will see from the correspondence enclosed, the response to queries put to Mr
Reynolds by Instructing Solicitors. Aside from this, there has been no other contact with Mr
Reynolds or any of the others involved. Before he takes any action, Mr Freeman would like
advice as to his options including what approach the court is likely to take if it does order the
others to buy him out, particularly given his concerns set out above.

Counsel is therefore instructed to advise as to the options open to Mr Freeman, his chances
of success and the evidence he would need to prepare a case to give him the best possible
outcome.

7th June 2023

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DRAFT STATEMENT OF PAUL FREEMAN

1. I have been in business in motor vehicle repairs for the last 30 years. My business operates
from 18 High Street, Bournemouth, where I have about 10 people working for my company,
Freeman Motors Ltd. Edward Reynolds was married to my second daughter, Elvira. He had
been working for an engineering company but had been made redundant when it closed
down. He was out of work for about 18 months, and they were finding it increasingly difficult to
make ends meet. I therefore decided to help Edward by setting up a car rental business for
him.

2. About £80,000 in capital was required to buy various items of office equipment, to make
initial payments on a number of vehicles, and to provide some working capital. I provided
£60,000 of this. I raised £30,000 of that by re-mortgaging my home. I also obtained an
unsecured bank loan from Regional Bank Plc for £30,000. Edward and Elvira could not raise
any money on their home, which at that time was in negative equity. I had banked with the
Regional Bank for many years, and I introduced Edward to the branch manager. Edward
never told me how he raised the rest of the finance, but I assume it was by an overdraft or a
term loan.

3. I had some previous dealings with EasiPay Finance Limited, who provided finance through
leasing agreements for an initial fleet of 15 vehicles. I let Edward operate the car rental
business from part of my site at 18 High Street. Edward arranged for the setting up of a new
company, Synergy Car Rentals Limited. I left him to deal with the details, as I had no reason
not to trust him.

4. We agreed that we would keep things simple and have £100 share capital, being 100 £1
shares. As I was providing a substantial part of the capital of the company and Edward was
going to provide some capital and run the business, we decided that we should have equal
shares. My sister, Aisha Chester, agreed to act as the company secretary and we agreed that
she should have 10 shares. My son was just finishing university. He had always got on well
with Edward and we both thought he might be interested in joining the business. Edward and I
therefore agreed that we would not issue all the shares in case my son was interested and
wanted to join us. Edward and I each therefore had 30 shares. That left 30 shares unissued
which could be available if my son were interested. In the event he moved to Australia as
soon as he left school and is now established there.

5. The three of us, Edward, Aisha and I were also to be the directors. It was agreed that I
would be paid £500 per month for the first two years of trading, then rising to £750 per month
for the next two years. We also agreed that, as Edward would be running the business, he
should have reasonable drawings from the profits. We thought this was likely to be about
£1200 a month to start, but that it would rise as the business expanded. We expected profits
to increase as the business became established, and with the acquisition of further vehicles.
We agreed to review the position after two years which we did. At that time, Edward was
drawing about £1750 a month which seemed reasonable to me. We agreed that we would
review the position again in another two years. It was clear that much of the profits in the first
few years would have to be put back into the business to develop it.

6. The car rental business expanded, and in early 2021 it moved out to bigger premises on 11
Rover Road, Bournemouth. Edward and Elvira had divorced in September 2020 and my sister
died in June 2021. Up until that point there were no company meetings, and the business and
affairs of the company were run entirely by Edward. However, I understand that my sister did
sign a number of documents relating to official matters, such as annual returns and statutory
accounts etc. Since the divorce, the move and my sister's death, I have seen very little of
Edward. I continued to be paid the agreed sum regularly and assumed things were going
well. I called Edward a few times over the summer of 2022 to try to get together to discuss
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how the business was going, but he always seemed too busy. The review of our positions did
not take place.

7. In September 2022 I received a notification of a meeting of the company for the

appointment of two additional directors and for one of them to be made the company
secretary. I thought this a little odd as we had never done things formally before. However, I
suddenly realised that the company needed a secretary, as there had been none since my
sister died. I assumed that my sister's son, Thomas, who had inherited her shares, would also
attend. The notice convening the meeting described the two new proposed directors as
already being shareholders. I assumed that Edward had at some point transferred some of his
shares to these new people. I do not know Mr Partridge. I understand that Ms Honorie is
Edward's girlfriend. Before the meeting I phoned Thomas to check if he would be attending
the meeting. His flatmate said that he was currently travelling abroad and expected to be gone
for a year or two.

8. After the meeting was formally closed, I asked Edward for the up-to-date management
accounts, which he promised to send me, and for details of the current shareholdings. I
pointed out that I had not been informed about Mr Partridge and Ms Honorie being made
shareholders. I was amazed when he told me that he had issued the 30 previously unissued
shares to them, each one being issued with 15 shares. He said that the business was getting
bigger. He knew that my son would now never be involved and he felt that Ms Honorie could
help him. Mr Partridge is her cousin. He did confirm that my sister's 10 shares are now held by
Thomas.

9. I was concerned about what I had been told at the meeting but very shortly after the
meeting I heard that my son in Australia had been in a serious accident. I therefore went out
to see him. Fortunately, he recovered, and I returned to the UK in February 2023.

10. On my return I phoned Edward a number of times but he would not return my calls. When
I went round to see him, he was always too busy to talk. I did eventually get copies of the
management accounts and was shocked to see the figures. I do not understand why there
has been a drop in the turnover for 2021/22. The business was successful from the start. It
has expanded and I believe that it now has a large fleet of vehicles. There is no way that the
turnover would be as low as these accounts show with so many vehicles. I had always trusted
Edward and let him get on with running the business. However, I think something fishy is
going on now. I believe that Ms Honorie and her cousin are involved. I want all of this
investigated.

6th June 2023

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COMPANY HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

SYNERGY CAR RENTALS LIMITED

Each subscriber to this memorandum of association wishes to form a company under

the Companies Act 2006 and agrees to become a member of the company and to take
at least one share.

Name of each subscriber Authentication by each subscriber

1. Mr P. Freeman, Director
82 Rider Street, P. Freeman
Bournemouth
BM3 4 KJ

2. Mrs A. Chester, Secretary and Director

17 Wetlands Road, A. Chester
Bournemouth,
BM2 9JT

3. Mr E. Reynolds, Director E. Reynolds

7 Devon Place,
Bournemouth
BM2 OLM

Dated 18 July 2018

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THE COMPANIES ACT 2006

REGULATIONS FOR MANAGEMENT OF A COMPANY

LIMITED BY SHARES

SYNERGY CAR RENTALS LIMITED

PRELIMINARY

1. The regulations contained in the Model Articles for Private Companies Limited by
Shares, pursuant to Regulation 2 and Schedule 1 of the Companies (Model Articles)
Regulations 2008 shall apply to the Company save in so far as they are excluded or
varied hereby and such regulations (save as so excluded or varied) and the Articles
hereinafter contained shall be the regulations of the Company.

2. The following clauses of the Model Articles shall not apply to this Company: 11, 21 and
38.

3. The Company is a Private Company within the meaning of the Companies Act 2006
(‘the Act’).

ALLOTMENT OF SHARES

4. The Directors may allot or otherwise dispose of the shares of the Company to such
persons and for such consideration and upon such terms and conditions as they may
determine, but so that, except as provided by the Act, no shares shall be issued at a
discount.

5. In accordance with Section 567(1) and (2) of the Act, Sections 561(1), 562 and 568 (3)
(inclusive) of the Act shall not apply to the Company.

6. A member desiring to transfer shares otherwise than to a person who is already a

member of the Company shall give notice in writing of such intention to the Directors of
the Company giving particulars of the shares in question. The Directors as agents for
the member giving such notice may dispose of such shares or any of them to
members of the Company at a price to be agreed between the transferor and the
Directors, or failing agreement, at a price fixed by the Auditors of the Company as the
fair value thereof. If within twenty-eight days from the date of the said notice the
Directors are unable to find a member or members willing to purchase all such shares,
the transferor may dispose of so many of such shares as shall remain undisposed of
in any manner he may think fit within three months from the date of the said notice.

MEETINGS

7. No business shall be transacted at any general meeting unless a quorum is present.

Three persons entitled to vote upon the business to be transacted, each being a
member or proxy for a member, shall be a quorum.

9. The quorum necessary for the transaction of the business of Board Meetings of the
Company shall be two.

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DIRECTORS

10. The number of Directors shall not be less than two nor more than seven. The first
Directors shall be Mr P. Freeman, Mrs A. Chester and Mr E. Reynolds.

11. A person may be appointed a Director notwithstanding that he shall have attained the
age of 70 years and no Director shall be liable to vacate office by reason of his
attaining that or any other age.

11. Any Director being or being about to go abroad may by notice in writing to the
Company appoint some other person to be his alternative or substitute Director during
his absence, such alternative Director having in all respects the same rights and
powers as the Appointor. Any person who has been so appointed may be, in like
manner, removed by the person who appointed him.

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SYNERGY CAR RENTALS LIMITED

NOTICE IS HEREBY GIVEN that a general meeting of the above company will be held at 11
Rover Road, Bournemouth BM7 9OK on the 17th October 2022 at 2.00pm for the purpose of
considering and if thought fit passing the following resolutions which will be proposed as
ordinary resolutions:

"1. That Ms Elise Honorie and Mr Clive Partridge both being members of the
Company, be appointed Directors of the Company.

2. That Mr Clive Partridge be appointed as the Secretary of the Company."

This meeting is being convened by us the undersigned pursuant to the powers conferred by
the Companies Act 2006, section 302.

NOTE: A member entitled to attend and vote at the meeting is entitled to appoint a proxy to
attend and vote in his place. A proxy need not be a member of the Company.

Dated the 12th September 2022

Clive Partridge

Edward Reynolds
Requisitioning Members

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Regan & Cross

Solicitors
9 Andrews Road, Bournemouth BM9 8 TH
Tel: 01703 744 9000 Fax: 01703 744 9000

Our ref: JHP/98347 Your ref:

Date 13th March 2023
Synergy Car Rentals Ltd
11 Rover Road
Bournemouth
BM7 9OK

Dear Sirs,

Re: Synergy Car Rentals Limited

We are instructed on behalf of Mr Paul Freeman, in relation to his interest in Synergy Car
Rentals Limited.

Our client is concerned about irregularities in the running of the Company. We understand that
shares were allotted to Ms Honorie and Mr Partridge without any consultation with our client or
convening a board meeting to approve the allotment. The allotment of shares therefore
appears to be invalid. We also understand that Mr Freeman has not been given notice of any
meetings of the Company. Kindly ensure that he is duly notified of all future meetings.

Our client is also concerned by the figures provided from the accounts. These show a distinct
drop in turnover from 2021/22. Our client is aware that the business did extremely well in the
first three years, so well that it moved to new premises. Our client invested a considerable
sum of money in this Company and wants explanations for the drop in turnover.

Without prejudice to the above, it is our view that the affairs of the Company are being carried
on without proper regard for our client's interest in the Company, and unless we hear from you
in the next 14 days with an adequate response to this letter, further steps may be taken to
protect our client's interest without further notice to you.

This is an important letter. You may wish to take legal advice. If proceedings are commenced
legal costs will be incurred, which you may be ordered to pay.

A letter in similar terms is being sent to Mr Reynolds [not reproduced].

Yours faithfully,

Reagan & Cross

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SYNERGY CAR RENTALS LIMITED

11 Rover Road, Bournemouth BM7 9OK (registered office)
Tel: 01703 876549 Fax: 01703 876550
Reg.No. 84255733

Regan & Cross

Solicitors
9 Andrews Road
Bournemouth
BM9 8TH

Our ref: GKH

Your ref: JHP/98347

Date: 5th April 2023

Dear Sirs,

Your client: Mr Paul Freeman

Your letter of the 13th March 2023 discloses a number of misunderstandings.

In early 2021, shortly after the business moved to Rover Road, it was agreed that Ms Honorie
and Mr Partridge should be brought into the Company as shareholders. This was done, and a
copy of the minutes of the board meeting held on 10th May 2021 is enclosed. I am sure your
client will recognise his sister's signature on the minutes.

Regarding Board meetings, these have always been held in a perfectly proper manner and
will continue to be so. One of the few problems of this Company has been that your client has
not always attended Board meetings. Had he done so he would no doubt have fully
understood the actual position.

Until the recent meeting to appoint the new directors, at which your client was present, there
has never been any need to hold General Meetings of the Company.

Yours faithfully

E Reynolds
E Reynolds
Director

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SYNERGY CAR RENTALS LIMITED

Board Minutes: 10th May 2021

1. Minutes of meeting on 22nd February 2021 were approved.

2. Matters arising [not reproduced].

3-7. Reports and business [not reproduced]

8. Approved the allotment of 15 ordinary shares of £1.00 each in the capital of the
company to Ms Elise Honorie of 2A Ascott Drive, Bournemouth BD5 8TH for
consideration received.

9. Approved the allotment of 15 ordinary shares of £1.00 each in the capital of the
company to Mr Clive Partridge of 105 Burford Road, Bournemouth BD24 5LE for
consideration received.

10-11. Other matters [not reproduced].

Approved:

E. Reynolds
E. Reynolds
Director

A. Chester
A. Chester
Director and Secretary

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ATTENDANCE NOTE 29th May 2023

Attending Mr Freeman, who has received a Notice from Synergy Car Rentals proposing his
removal as a director of the company. The meeting will be on 21st June.

For tax reasons the Company has never declared dividends on its shares. The founders have,
however, received regular remuneration from the Company over recent years. Client is
currently being paid £750 per month. Client says the other founder, Edward Reynolds, has
been running the Company and would appear to have been receiving substantial income. He
has recently moved into a five-bedroomed house.

Mr Freeman will try to provide further documentation. Agreed the papers currently available
would be sent to Counsel for an Opinion.

Time engaged: 3/4 hour

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SYNERGY CAR RENTALS LIMITED

NOTICE IS HEREBY GIVEN that a general meeting of the above company will be held at 11
Rover Road, Bournemouth BM7 9OK on the 21st June 2023 at 2.00 pm for the purpose of
considering, and if thought fit, passing the following resolution which will be proposed as an
ordinary resolution:

"That Mr Paul Freeman, a director of Synergy Car Rentals Limited, be removed from his office
as a director.”

NOTE: A member entitled to attend and vote at the meeting is entitled to appoint a proxy to
attend and vote in his place. A proxy need not be a member of the Company,

Dated the 22nd May 2023.

By order of the board,

Clive Partridge

Clive Partridge
Secretary

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SYNERGY CAR RENTALS LIMITED

Management Accounts: Profit & Loss

Code 18-19 19-20 20-21 21-22

Rental income 744,798.69 834,739.84 920,754.73 852,910.45

Vehicle leases 439,480.05 482,277.10 524,169.86 491,908.91
Sub-contractors 43,207.50 55,924.31 62,321.97 47,069.87

Gross Profit 262,111.14 296,538.43 334,262.90 313,931.67

Overheads 103,772.37 111,889.25 115,535.69 117,917.14

Profit & Loss 158,338.77 184,649.18 218,727.21 196,014.53

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