Sanjay Shah & Anor v Christopher Chipperton
[2024] EWHC 1696 (Comm)
Bulgarian Development Bank EAD v Ulas Investments EAD
15 November 2024
[2024] EWHC 2916 (Ch)
High Court
A bank sued a company in England over shares in an English company, even though both are based in Bulgaria. The court said England was the right place to hear the case because the shares are in an English company. The court also decided that the bank had properly served the lawsuit on the company in Bulgaria.
Key Facts
- •Dispute over beneficial ownership of shares in Bulsatcom UK Holdco Limited ("Holdco"), a company in voluntary liquidation.
- •Shares held in the name of ULAS Investments EAD ("ULAS"), a Bulgarian company, but claimed by Bulgarian Development Bank EAD ("BDB"), a Bulgarian state-owned bank, as its nominee.
- •ULAS challenged the English court's jurisdiction and the validity of service of the claim form.
- •BDB argued that ULAS held the shares on bare trust for BDB, supported by various agreements and minutes of meetings.
- •ULAS contended that its relationship with BDB was a commercial joint venture, lacking sufficient documentary evidence to support this claim.
- •Holdco's joint liquidators required BDB to commence proceedings in England to claim the funds.
Legal Principles
Principles for determining an application under CPR r. 6.36 and r. 6.37 regarding service out of the jurisdiction.
Altimo Holdings and Investment Ltd v Kyrgyz Mobile Tel Ltd [2011] UKPC 7; [2012] 1 WLR 1804 and VTB Capital Plc v Nutritek International Corp [2012] EWCA Civ 808; [2012] 2 Lloyd’s Rep. 313.
Jurisdictional gateways under PD6B paragraph 3.1, including property within the jurisdiction, trust created in the jurisdiction, breach of trust committed in the jurisdiction, and injunction ordering an act in the jurisdiction.
CPR PD 6B
Requirements for valid service under the Hague Service Convention.
Hague Service Convention
Determining the governing law of a trust under the Hague Convention on the Law Applicable to Trusts and their Recognition 1986 and the Recognition of Trusts Act 1987.
Hague Convention 1986 and Recognition of Trusts Act 1987
Outcomes
ULAS's application to set aside permission for service out of the jurisdiction was dismissed.
The court found a serious issue to be tried regarding the beneficial ownership of the shares, a good arguable case that the claim fell within one or more jurisdictional gateways (primarily the property gateway), and that England was clearly and distinctly the appropriate forum.
ULAS's application to set aside service of the claim form was dismissed.
The court found that service was valid under the Hague Service Convention, even with minor irregularities in the initial delivery of documents, which were subsequently rectified.