Uconinvest LLC v Jysan Holding LLC & Ors
[2024] EWHC 1532 (Ch)
Shaheen Shan (in her capacity as Administrator of the Estate of the late Ali Akbar Shan) v The Registrar of Companies & Ors
5 May 2023
[2023] EWHC 1410 (Ch)
High Court
Two brothers tried to stop their sister-in-law from holding a company meeting because they disagreed about who owns the company. They didn't tell the judge everything, so the judge cancelled their order and said the sister-in-law can have her meeting. The brothers have to pay the sister-in-law's legal costs because they didn't act fairly.
Key Facts
- •Dispute over shareholding and directorship of Yorkshire Halal Meat Supplier Limited (Company), a £50 million turnover business.
- •Deceased Ali Akbar Shan was sole director until death on 26 January 2022.
- •Shareholding at death: Deceased (50%), Applicant Aftab Ali (20%), Respondent Shaheen Shan (15%), Ruksana Shan (15%).
- •Applicants filed forms at Companies House showing them as directors and Aftab Ali as majority shareholder after the death.
- •Subsequent filings reversed and then reinstated the changes, with Applicants initiating the latter changes.
- •Respondent obtained interim freezing injunction against Applicants.
- •Respondent obtained interim probate grant, enabling her to act on behalf of the deceased's shares.
- •Respondent called a general meeting, leading to ex parte injunctions obtained by Applicants.
- •Police bail conditions initially prevented Applicant Aftab Ali from attending the meeting but were later relaxed.
- •Applicants failed to disclose the relaxation of bail conditions to the court.
- •Part 8 proceedings concerning rectification of the Company's register are ongoing.
- •Allegations of fraud, forgery and physical violence between the parties.
Legal Principles
Full and frank disclosure is required in ex parte applications.
Inherent jurisdiction of the court
The court has jurisdiction to make a further order even if an earlier order is discharged.
Inherent jurisdiction of the court
Members representing at least 5% of paid-up capital with voting rights may request a general meeting (Companies Act 2006, s.303).
Companies Act 2006
Outcomes
Orders made by Edwin Johnson J were discharged.
Serious flaws in the manner in which the injunctions were obtained, including lack of notice, non-disclosure of relaxed bail conditions, materially misleading evidence, and failure to comply with undertakings.
Application for a new injunction was refused.
No serious issue to be tried as to the Respondent not having at least a 5% shareholding, enabling her to request a meeting. Applicants' conduct was flawed.
Costs awarded to the Respondent on an indemnity basis.
Applicants' conduct was profoundly flawed.