Mitchell and another (Joint Liquidators of MBI International & Partners Inc (In Liquidation)) v Sheikh Mohamed Bin Issa Al Jaber

Mitchell and another (Joint Liquidators of MBI International & Partners Inc (In Liquidation)) v Sheikh Mohamed Bin Issa Al Jaber

The Sheikh was liable for breach of fiduciary duty as a de facto fiduciary by arrogating to himself the power to effect the 2016 Share Transfers after liquidation, regardless of formal authority. No unpaid vendor’s lien existed over the 891K shares because the parties’ objective intention was to exclude such a lien...

Source-derived case information.

Parties
Applicant/respondent/appellant: Mitchell and another (Joint Liquidators of MBI International & Partners Inc (In Liquidation)); Appellant/respondent: Sheikh Mohamed Bin Issa Al Jaber; Third Party (subject Company): JJW Hotels & Resorts Holding Inc (JJW Inc); Third Party (subject Company): JJW Hotels & Resorts UK Holdings Ltd (JJW UK); Respondent/appellant: JJW Hotels & Resorts Holding Ltd (Guernsey) (JJW Guernsey)
Jurisdiction
England and Wales
Judgment Date
24 November 2025
Procedural Posture
Civil Appeal / Supreme Court Judgment
Outcome
Appeal by the Liquidators allowed; Sheikh’s appeal dismissed.
Legal Topics
Breach of Fiduciary Duty, Equitable Compensation, Knowing Receipt, Unpaid Vendor's Lien, Valuation of Loss, Counterfactual Causation
Equity Company Law Insolvency Breach of Fiduciary Duty Equitable Compensation Knowing Receipt Unpaid Vendor's Lien Valuation of Loss +1 more

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Parties

Mitchell and another (Joint Liquidators of MBI International & Partners Inc (In Liquidation))

Applicant/respondent/appellant

Sheikh Mohamed Bin Issa Al Jaber

Appellant/respondent

JJW Hotels & Resorts Holding Inc (JJW Inc)

Third Party (subject Company)

JJW Hotels & Resorts UK Holdings Ltd (JJW UK)

Third Party (subject Company)

JJW Hotels & Resorts Holding Ltd (Guernsey) (JJW Guernsey)

Respondent/appellant

Procedural Posture

Civil Appeal / Supreme Court Judgment

Legal Issues

  1. 1 Whether Sheikh Mohamed Bin Issa Al Jaber was in breach of fiduciary duty in effecting the 2016 Share Transfers after liquidation removed his powers as director under BVI law.
  2. 2 Whether the Company suffered no loss because the 891K shares were subject to unpaid vendor’s liens.
  3. 3 How to calculate the loss of the value of the Company’s 891K shares in JJW Inc when, after their transfer, the value was destroyed by the subsequent transfer of all JJW Inc’s assets and liabilities to JJW UK.

Ratio Decidendi

The Sheikh was liable for breach of fiduciary duty as a de facto fiduciary by arrogating to himself the power to effect the 2016 Share Transfers after liquidation, regardless of formal authority. No unpaid vendor’s lien existed over the 891K shares because the parties’ objective intention was to exclude such a lien to facilitate an IPO. The Company suffered loss equal to the value of the 891K shares at the time of misappropriation, and the Sheikh could not rely on the subsequent destruction of value by the 2017 Asset and Liability Transfer, as he failed to prove he was not involved in or did not benefit from that event.

Court Disposition

Appeal by the Liquidators allowed; Sheikh’s appeal dismissed.

Orders

  • Order of the trial judge reinstated: Sheikh Mohamed Bin Issa Al Jaber to pay €67,123,403.36 in equitable compensation to the Company.
  • No unpaid vendor’s lien found; knowing receipt liability of JJW Guernsey affirmed.