Maggie Otto & Ors v Inner Mongolia Happy Lamb Catering Management Company Limited
[2024] EWHC 497 (Ch)
Ionut Cosmin Onea v Taiwo Ayoyunde Alegbe & Ors
6 October 2023
[2023] EWHC 2451 (Ch)
High Court
Someone was fired and removed from a company's shareholder list. They sued, saying they were unfairly treated. Even though they weren't officially a shareholder anymore, the judge decided to let them continue the lawsuit, saying it would be faster and cheaper to decide everything at once instead of having multiple separate trials.
Key Facts
- •Contingent & Future Technologies Limited (the Company) purportedly dismissed Ionut Cosmin Onea (Petitioner) for gross misconduct and removed him as a director.
- •Onea's shares were converted into Deferred Shares and transferred to Rajpal Singh Wilkhu.
- •Onea was removed from the Company's register of members, ceasing to be a member.
- •Onea denies the legality of his dismissal and exclusion, alleging unfairly prejudicial conduct.
- •Onea brought a petition under section 994 of the Companies Act 2006, seeking declarations, orders concerning his shareholding, and rectification of the register.
- •The First and Second Respondents (Alegbe and Wilkhu) applied to strike out or stay the Petition due to Onea's lack of membership.
- •There are parallel proceedings: Confidentiality Proceedings (alleged breach of confidentiality) and Employment Proceedings (constructive unfair dismissal).
Legal Principles
Standing in unfair prejudice petitions requires membership under section 994 of the Companies Act 2006.
Companies Act 2006, section 994
The court can rectify the register of members retrospectively under section 125 of the Companies Act 2006.
Companies Act 2006, section 125
The court has discretion to strike out a statement of case under CPR 3.4(2) or grant summary judgment under CPR Part 24.
CPR 3.4(2), CPR Part 24
Abuse of process can include using the wrong procedure or knowingly lacking a cause of action.
Case law cited in judgment
The court can stay proceedings pending the outcome of other connected proceedings under CPR 3.1(2)(f).
CPR 3.1(2)(f)
Outcomes
The Application to strike out or stay the Petition was dismissed.
Onea's claim for retrospective rectification is credible and closely linked to his unfair prejudice claim. A split trial is more efficient than separate proceedings. The court has the power to determine standing within the unfair prejudice proceedings. The parallel Confidentiality Proceedings do not prevent the use of relevant documents in the Petition.
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