Ferand Business Corporation & Ors v Maritime Investments Holdings Ltd & Anor [2021] EWHC 40 (Comm) (29 January 2021)

Ferand Business Corporation & Ors v Maritime Investments Holdings Ltd & Anor [2021] EWHC 40 (Comm) (29 January 2021)

The court held that the service of the Extra Judicial Notices in Greece did not constitute a breach of the exclusive jurisdiction clause in the Stockholder Agreement, as they did not amount to formal legal proceedings. The court further found that the claimants had provided all required financial statements and information to the defendants as required by the Stockholder Agreement, and that the defendants were not entitled to further information or to make the demands set out in the EJNs. The court refused to grant general or tendentious declarations but granted specific declarations confirming compliance with the agreement and the lack of entitlement to further demands.

Citation
[2021] EWHC 40 (Comm)
Parties
Claimant: Ferand Business Corporation; Claimant: Angeliki Frangou; Claimant: Maritime Enterprises Management S.A.; First Defendant/additional Claimant: Maritime Investments Holdings Limited; Second Defendant/additional Defendant: Kolen International S.A.
Jurisdiction
England and Wales
Judgment Date
29 January 2021
Procedural Posture
Commercial Court Claim for Declaratory Relief / Judgment After Trial
Outcome
Declarations granted in part; general declarations refused; specific declarations granted confirming compliance and lack of further entitlement.
Legal Topics
Declaratory Relief, Shareholder Disputes, Jurisdiction Clauses, Directors' Duties, Contract Interpretation
Commercial Law Company Law Declaratory Relief Shareholder Disputes Jurisdiction Clauses Directors' Duties Contract Interpretation

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Parties

Ferand Business Corporation

Claimant

Angeliki Frangou

Claimant

Maritime Enterprises Management S.A.

Claimant

Maritime Investments Holdings Limited

First Defendant/additional Claimant

Kolen International S.A.

Second Defendant/additional Defendant

Procedural Posture

Commercial Court Claim for Declaratory Relief / Judgment After Trial

Legal Issues

  1. 1 Whether the service of Extra Judicial Notices (EJNs) in Greece breached the exclusive jurisdiction clause in the Stockholder Agreement
  2. 2 Whether the defendants are entitled to demand further financial and management information from the claimants
  3. 3 Whether the claimants have provided all required accounts and information under the Stockholder Agreement

Ratio Decidendi

The court held that the service of the Extra Judicial Notices in Greece did not constitute a breach of the exclusive jurisdiction clause in the Stockholder Agreement, as they did not amount to formal legal proceedings. The court further found that the claimants had provided all required financial statements and information to the defendants as required by the Stockholder Agreement, and that the defendants were not entitled to further information or to make the demands set out in the EJNs. The court refused to grant general or tendentious declarations but granted specific declarations confirming compliance with the agreement and the lack of entitlement to further demands.

Court Disposition

Declarations granted in part; general declarations refused; specific declarations granted confirming compliance and lack of further entitlement.

Orders

  • Specific declarations granted that the claimants have provided all required financial statements and information under the Stockholder Agreement.
  • Declarations that the defendants are not entitled to further information or to make the demands set out in the Extra Judicial Notices.