Charles Saatchi sought permission to continue a derivative claim on behalf of Triptych Logistics Limited against its sole director, Rahul Gajjar, alleging misappropriation of company assets including unauthorised loans, payroll payments, vehicle purchases, and credit card misuse. The court granted permission, finding sufficient merit in the claims.
Facts
Charles Saatchi and Rahul Gajjar were equal shareholders in Triptych Logistics Limited, a company incorporated to reduce storage and transport costs for the Saatchi Gallery. Mr Gajjar was the sole director. Following the breakdown of their business relationship and Mr Gajjar’s departure from the Saatchi Gallery Group, Mr Saatchi discovered various financial irregularities allegedly committed by Mr Gajjar.
Alleged Misappropriations
The claims included: (1) £190,000 in director’s loans taken without proper approval; (2) £65,607 in payroll payments after dismissal from the Partnership; (3) purchase of two Tesla vehicles; (4) £73,655 paid to Cognition Agency for a tutoring business venture; (5) £3,500 to Shenley Cricket Club; (6) £38,000 paid to Mrs Gajjar through payroll; and (7) approximately £72,592 in credit card payments for personal benefit.
Issues
The primary issue was whether the court should grant permission under section 261 of the Companies Act 2006 to continue a derivative claim. The court had to consider whether a person acting in accordance with section 172 (duty to promote success of the company) would seek to continue the claim, and whether alternative remedies were available.
Judgment
Chief ICC Judge Briggs granted permission to continue the derivative claim. The court found there was more than a prima facie case for most of the claims.
On the Loans
The court found the evidence of informal assent was equivocal at best. The judge stated:
The evidence fails to demonstrate that Mr Saatchi had ‘full knowledge’ of these transactions before they took place. In the absence of ‘full knowledge’ there can be no informal assent.
On Alternative Remedies
The court rejected arguments that an unfair prejudice petition or winding-up would be more appropriate, describing the latter as a ‘convoluted solution’. The judge noted:
In my judgment the ‘whole gist’ of the proposed claim lies in the unlawfulness of the acts complained of, breach of statutory duty, fiduciary duty and negligence.
On the Section 172 Test
Applying the test from Iesini v Westrip Holdings, the court found:
Not all the claims carry the same weight…but the cumulative value of the claims merit, on my evaluation, an assessment that a person acting in accordance with section 172 of the Act would attach significant importance to the claims.
Implications
This case provides guidance on the application of sections 261 and 263 of the Companies Act 2006 regarding derivative claims. It confirms that while alternative remedies are relevant factors, they are not absolute bars to derivative claims. The judgment also clarifies the requirements for informal shareholder assent under the Duomatic principle, emphasising the need for ‘full knowledge’ before assent can be established. The case demonstrates the court’s approach to evaluating multiple claims of varying strength in derivative action applications.
Verdict: Permission granted to continue the derivative claim against Mr Gajjar on behalf of Triptych Logistics Limited.
Source: Saatchi v Gajjar [2019] EWHC 3472 (Ch)
Cite this work:
To cite this resource, please use the following reference:
National Case Law Archive, 'Saatchi v Gajjar [2019] EWHC 3472 (Ch)' (LawCases.net, February 2026) <https://www.lawcases.net/cases/saatchi-v-gajjar-2019-ewhc-3472-ch/> accessed 15 April 2026
