Ferand Business Corporation & Ors v Maritime Investments Holdings Ltd & Anor

Ferand Business Corporation & Ors v Maritime Investments Holdings Ltd & Anor

The court found that Kolen had received all financial information and accounts required under the SHA up to 30 September 2019, that management and consultancy fees were agreed and paid, and that charter hire was properly accounted for and paid into the relevant accounts. The court rejected Kolen's claim to a share of the profit from the sale of 'Christine B', finding no agreement to that effect and no sums due. The service of EJNs did not breach the exclusive jurisdiction clause as they did not constitute litigation. Declaratory relief was appropriate and not barred by the existence of Greek proceedings, as all relevant parties were before the English court and the declarations would...

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 Dispute (declaratory Relief) / High Court Trial Judgment
Outcome
Declarations granted in favour of the claimants and MIHL as specified; claims for further declarations and counterclaims dismissed.
Legal Topics
Declaratory Relief, Shareholder Agreements, Fiduciary Duties, Jurisdiction Clauses, Ship Management, Accounting and Financial Disclosure
Commercial Law Company Law Declaratory Relief Shareholder Agreements Fiduciary Duties Jurisdiction Clauses Ship Management Accounting and Financial Disclosure

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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 Dispute (declaratory Relief) / High Court Trial Judgment

Legal Issues

  1. 1 Whether the service of Extra Judicial Notices (EJNs) constituted breach of exclusive jurisdiction clause in the Stockholder Agreement (SHA)
  2. 2 Whether Kolen was entitled to further financial information or sums from the claimants under the SHA
  3. 3 Whether management fees, consultancy fees, and charter hire were properly accounted for and paid

Ratio Decidendi

The court found that Kolen had received all financial information and accounts required under the SHA up to 30 September 2019, that management and consultancy fees were agreed and paid, and that charter hire was properly accounted for and paid into the relevant accounts. The court rejected Kolen's claim to a share of the profit from the sale of 'Christine B', finding no agreement to that effect and no sums due. The service of EJNs did not breach the exclusive jurisdiction clause as they did not constitute litigation. Declaratory relief was appropriate and not barred by the existence of Greek proceedings, as all relevant parties were before the English court and the declarations would...

Court Disposition

Declarations granted in favour of the claimants and MIHL as specified; claims for further declarations and counterclaims dismissed.

Orders

  • Declarations that Kolen received required financial information and accounts up to 30 September 2019.
  • Declarations that management and consultancy fees were agreed and paid.