New Judgment – BCNO Limited v Cooke [2026] EWHC 1263 (Ch)

The High Court has handed down a judgment in BCNO Limited v Mr Iain Cooke, in which the Court emphasised the limits of the Court’s jurisdiction under section 117 of the Companies Act 2006 and dismissed the claim before it.  Angus Groom acted for the successful Defendant.

After a trial of the claim on 30 April 2025, the High Court (HHJ Paul Matthews sitting as a Judge of the High Court) has dismissed a claim before it brought by the Claimant “BCNO” against the Defendant (“Mr Cooke”).  The Court dismissed the claim without needing to engage with any of the factual issues underlying the BCNO’s case after accepting Mr Cooke’s submission that the Court had no jurisdiction to make the orders sought by BCNO.

The proceedings arose out of an email sent from Mr Cooke to BCNO asking for information relating to BCNO’s register of members.  Section 116 of the Companies Act 2006 (“CA 2006”) provides for requests to be made to exercise rights in relation to a company’s register of members, but it was common ground that the email was not a request that satisfied the requirements specified at section 116.  Nevertheless, BCNO adopted the position that it was required to make an application to the Court and so it issued a claim and sought orders under section 117 CA 2006.  BCNO also sought a significant adverse costs order against Mr Cooke.

At trial, the Court noted that there was a preliminary issue in relation to whether the Court even had jurisdiction to entertain the substance of the claim.  In a reserved judgment handed down on 28 May 2026: (1) the Court accepted Mr Cooke’s submission that the fact that his email was not a compliant request under section 116 CA 2006 meant that BCNO had no obligation under section 117 CA 2006 either to comply with the request or to challenge the request by issuing a claim; and (2) the Court accepted Mr Cooke’s further submission that section 117 CA 2006 could not be read in a way that gives the Court jurisdiction to make any orders under that section in the absence of a valid request.

In accepting Mr Cooke’s submissions, the Judge was also led to express doubts about what he had himself said in a previous decision on a claim under sections 116 and 117 CA 2006 (Sir Henry Royce Memorial Foundation v Hardy [2021] EWHC 714 (Ch)).

As a result, the claim was dismissed without any need for the Court to even consider the factual issues between the parties and underpinning BCNO’s claim.

Angus Groom of South Square appeared for the successful Defendant. Angus was instructed by Birketts LLP (by associate Chloe Goodwin)

Read the full judgment here