Hafizur Rahman v Mohammed Abdul Munim & Anor
[2024] EWCA Civ 123
Mohammed Munim & Anor v Hazifur Rahman & Ors
21 November 2022
[2022] EWHC 2870 (Ch)
High Court
Three business partners had a falling out. One claimed the others gave him their shares in a company and that he had exclusive rights to designs. The judge said that he signed the share forms and that he wasn't the only designer, so the other claims failed.
Key Facts
- •Mr Munim, Mr Rahman, and Mr Ahmed initially held shares in Le Chef PLC (65%, 25%, 10% respectively).
- •Mr Munim claimed Mr Rahman and Mr Ahmed transferred shares to him in 2014.
- •Mr Rahman and Mr Ahmed denied this, claiming they discovered the transfer in 2017.
- •Le Chef PLC was the initial shareholder in ARTA Awards Ltd.
- •Mr Rahman claimed sole authorship of the ARTA logo and trophy design.
- •Mr Munim claimed collaborative authorship and that Mr Rahman's work was done during his employment with Le Chef.
- •Disputes arose over Mr Rahman's employment status (employee vs. self-employed consultant).
- •Share restructuring of Le Chef PLC occurred in 2015.
- •Further disputes concerned the signing of various documents, including share transfer forms, resolutions, and contracts.
- •A handwriting expert was consulted to analyze disputed signatures.
Legal Principles
Unfair prejudice of shareholder interests under Section 994(1) of the Companies Act 2006.
Companies Act 2006
Copyright ownership and infringement under the Copyright, Designs and Patents Act 1988.
Copyright, Designs and Patents Act 1988
Joint authorship in copyright works.
Kogan v Martin [2019] EWCA Civ 1645; Infopaq International A/S v Danske Dagblades Forening [2010] FSR 20
Copyright ownership in works created during employment.
Copyright, Designs and Patents Act 1988, Section 11; Ultraframe UK Limited v Fielding [2003] RPC 435
Share transfer requirements under model articles.
Companies (Model Articles) Regulations 2008, Article 26(1)
Director's duty to act in good faith to promote the success of the company (Section 172, Companies Act 2006).
Companies Act 2006
Contractual obligations, including the effect of signatures.
L’Estrange v Graucob [1934] 2KB 394; Chitty on Contracts paragraph 15.05
Contract of employment; mutuality of obligation and control.
Ready Mixed Concrete (South East) Ltd v Minister for Pensions and National Insurance [1968] 2 QB 497
Outcomes
Petition by Mr Rahman and Mr Ahmed dismissed.
The court found that the share transfer forms were likely signed by or on behalf of Mr Rahman and Mr Ahmed.
Intellectual property claims by Mr Rahman dismissed.
The court found that the ARTA logo and trophy were created collaboratively, with Mr Rahman's contributions made during his employment with Le Chef, therefore the copyright vested in Le Chef.
No order made regarding costs for an application to strike out Mr Ahmed's petition.
The court considered arguments from both sides regarding the costs and deemed 'no order' to be appropriate and just.