Sanjay Shah & Anor v Christopher Chipperton
[2024] EWHC 1696 (Comm)
Zulfiqur Al-Tanveer Haider v Delma Engineering Projects Company LLC & Ors
7 February 2023
[2023] EWHC 218 (Ch)
High Court
A shareholder wants to sue people who cheated his company. A judge said he can try, but only against some of the people, because the judge thinks it would be unfair to have the case in the other country where some of the people live.
Key Facts
- •Mr. Zulfiqur Al-Tanveer Haider (Claimant) sought permission to continue a derivative claim on behalf of Delma Engineering Projects Company LLC (Delma Engineering), a UAE company, against various defendants.
- •Haider owns 49% of Delma Engineering; the remaining shares are held by a UAE national, Mr. Mohamed Al Mureikhy, who is related to several defendants.
- •The claim alleges two frauds: a letter of credit fraud involving approximately US$58 million and an authorized transfer fraud of AED 12,810,000.
- •The defendants include several Falcon Group companies (Falcon Administrative Services, Falcon Europe, Falcon FZE, Falcon Cayman), Mr. Umesh Mohanan Gopalakrishnan (Delma Engineering's CFO), and members of the Al Mureikhy family.
- •The claimant dropped derivative claims on behalf of three other Delma companies due to not being a registered shareholder.
Legal Principles
Derivative claims are permissible in England for foreign companies under CPR 19.9C, incorporating sections of the Companies Act 2006.
CPR 19.9C, Companies Act 2006
A prima facie case must be established at the first permission stage of a derivative claim (Companies Act 2006, s.261(2)).
Companies Act 2006, s. 261(2)
UAE law acknowledges derivative claims under Article 167 of the Law on Commercial Companies (LCC).
Law on Commercial Companies (LCC), Article 167
Under UAE law, non-related parties can be joined to a derivative claim if they participated in the wrongdoing of a related party (Article 291 of the Civil Transactions Law).
Civil Transactions Law (CTL), Article 291
In determining forum conveniens, the court considers whether there is a real risk of injustice in a foreign court due to factors like corruption or lack of independence.
Altimo Holdings and Investment Ltd v. Holdings v. Kyrgyz Mobil Tel Limited [2012] 1 WLR 1804
Practice Direction 6B requires a “real issue which it is reasonable for the court to try” against an English defendant.
Practice Direction 6B, paragraph 3.1.3
Outcomes
Permission granted to proceed to the second stage of the permission process for the letter of credit fraud claim against specific defendants.
A prima facie case was established against certain defendants under both English and UAE law, and the court found England to be the more appropriate forum.
Application dismissed for the authorized transfer fraud claim.
Insufficient evidence linking the English Falcon companies to the alleged fraud.
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