Maggie Otto & Ors v Inner Mongolia Happy Lamb Catering Management Company Limited
[2024] EWHC 497 (Ch)
Zahir Aziz v B & S Partnership Limited & Ors.
23 March 2023
[2023] EWHC 648 (Ch)
High Court
Aziz claimed his company share was wrongly taken. The judge said he gave it away, waited too long to complain, and the others didn't do anything wrong. So, Aziz lost the case.
Key Facts
- •Mr. Zahir Aziz claimed rectification of B & S Partnership Ltd.'s register of members, alleging wrongful removal of his share.
- •The share was transferred to Bhandari & Co. in 2009, and later to Riaz Ahmad and Mohammed Amir Salim.
- •Aziz claimed the transfer was without his knowledge or consent and that the defendants acted in breach of fiduciary duty and conspiracy.
- •Defendants argued the transfer was valid due to Aziz's voluntary action and/or that claims were time-barred by limitation periods.
- •Contested issues included whether Aziz contributed to the company's acquisition of Lord House and the validity of the share transfer documents.
- •Evidence included stock transfer forms, emails, witness testimonies, and Companies House records.
Legal Principles
Rectification of the register of members under section 125 CA 2006.
Companies Act 2006
Limitation of liability for entries in the register of members under section 128(1) CA 2006.
Companies Act 2006
Discretionary nature of rectification orders and potential bar by delay.
In re Sussex Brick Company [1904] 1 Ch. 598 and Re ISIS Factors Plc [2003] EWHC 1653 (Ch)
Construction of articles restricting share transfer.
Hunter v Hunter [1936] AC 222, Re Coroin Ltd [2013] EWCA Civ 781, Re Smith and Fawcett Ltd [1942] 1 Ch 304, Greenhalgh v Mallard (1943) 2 All ER 234
Validity of share transfers with unanimous consent despite articles' restrictions (Re Duomatic).
Re Duomatic Ltd [1969] 2 Ch. 365
Elements of the tort of causing loss by unlawful means.
OBG v Allan [2007] UKHL 21
Elements of conspiracy to injure by unlawful means.
JSC BTA Bank v Ablyazov (No.14) [2018] UKSC 19
Breach of fiduciary duty and duties owed to shareholders.
Percival v Wright [1902] 2 Ch 421
Limitation periods for tort claims and breach of fiduciary duty.
Limitation Act 1980, sections 2, 21(3), and 32
Outcomes
Claim dismissed in its entirety.
The court found that Aziz voluntarily transferred his share in 2009; the claim for rectification was barred by delay; and other claims failed due to lack of unlawful acts, intent to harm, or breach of fiduciary duty.
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