Ionut Cosmin Onea v Taiwo Ayoyunde Alegbe & Ors
[2023] EWHC 2451 (Ch)
Maggie Otto & Ors v Inner Mongolia Happy Lamb Catering Management Company Limited
5 March 2024
[2024] EWHC 497 (Ch)
High Court
Several people claimed they owned shares in two companies but couldn't prove it. The court said they didn't own the shares, and it was too late for them to add a claim saying otherwise, because they also couldn’t prove they ever properly acquired those shares.
Key Facts
- •Petition under s.994 of the Companies Act 2006 concerning HLHP Oriental Food Limited and HLHP Bayswater Limited.
- •Petitioners claimed unfair prejudice and sought declarations of legal shareholders and register rectification.
- •Respondents initially admitted Petitioners' shareholdings but sought to amend their defence.
- •Petitioners' shareholding claims relied on admissions, lacking transfer documentation.
- •Share register, previously disclosed, revealed Petitioners weren't initial shareholders.
- •In Touch Investment Holding Limited's role as initial shareholder was highlighted.
- •Applications to amend the petition and withdraw admissions were considered by the court.
Legal Principles
Standing to petition under s.994 Companies Act 2006 requires membership; s.112 defines members.
Companies Act 2006
CPR 14.5 governs amending admissions, considering factors including grounds for amendment, new evidence, conduct, prejudice, stage of proceedings, prospects of success, and interests of justice.
CPR 14.5
Court must be satisfied of petitioner standing irrespective of admissions.
Case Law
Section 770 of the Companies Act 2006 requires a proper instrument of transfer for share registration.
Companies Act 2006
Rectification of the register under s.125 Companies Act 2006 allows court to decide questions relating to title, but requires a valid transfer of legal title, not just equitable rights.
Companies Act 2006 and case law (Re Hoicrest Ltd, Nilon v Westminster Investments SA)
Outcomes
Respondents' application to withdraw admissions regarding shareholdings in Oriental and Bayswater granted.
Petitioners failed to establish their standing as shareholders; the share register revealed they were not initial shareholders and no valid transfer forms existed. The Respondents’ admissions did not relieve Petitioners of this burden.
Petitioners' application to amend the petition to include a claim for declarations and rectification refused.
Insufficiently clear pleading, procedural and substantive difficulties, and the impossibility of proceeding with the application at trial due to the necessity of restoring In Touch, a dissolved company, to the register before the application could continue. Further, the Petitioners' claims regarding share acquisition were inadequately particularised and inconsistent.
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