Montgold Capital LLP v Ilska & Ors [2018] EWHC 2982 (Ch) (16 October 2018)

Montgold Capital LLP v Ilska & Ors [2018] EWHC 2982 (Ch) (16 October 2018)

Permission to continue the derivative claim is granted because the claim is realistic, carries conviction, is worth pursuing on behalf of the company, and the claimant is acting in good faith. The existence of other proceedings and the company's insolvency do not preclude permission. The derivative action is the most appropriate process for the allegations advanced.

Citation
[2018] EWHC 2982 (Ch)
Parties
Claimant: Montgold Capital LLP; First Defendant: Agnieszka Ilska; Second Defendant: Jad Youssef; Third Defendant: Philip Poyner; Fourth Defendant: Ascent FD Philip Poyner Limited; Fifth Defendant: Jonathan Sinclair; Sixth Defendant: Comptoir Group PLC; Seventh Defendant: Chaker Hanna; Eighth Defendant: Asher Miller; Ninth Defendant: Henry Lan
Jurisdiction
England and Wales
Judgment Date
16 October 2018
Procedural Posture
Derivative Claim Application / Permission to Continue Derivative Claim Under Companies Act 2006, S.261/263
Outcome
Permission granted to continue derivative claim
Legal Topics
Derivative Claims, Unlawful Means Conspiracy, Administration of Companies, Directors' Duties, Section 994 Unfair Prejudice, Good Faith in Derivative Actions
Company Law Insolvency Law Derivative Claims Unlawful Means Conspiracy Administration of Companies Directors' Duties Section 994 Unfair Prejudice Good Faith in Derivative Actions

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Parties

Montgold Capital LLP

Claimant

Agnieszka Ilska

First Defendant

Jad Youssef

Second Defendant

Philip Poyner

Third Defendant

Ascent FD Philip Poyner Limited

Fourth Defendant

Jonathan Sinclair

Fifth Defendant

Comptoir Group PLC

Sixth Defendant

Chaker Hanna

Seventh Defendant

Asher Miller

Eighth Defendant

Henry Lan

Ninth Defendant

Procedural Posture

Derivative Claim Application / Permission to Continue Derivative Claim Under Companies Act 2006, S.261/263

Legal Issues

  1. 1 Whether permission should be granted to continue a derivative claim under s.261/263 Companies Act 2006
  2. 2 Whether the claim discloses a case worth pursuing on behalf of the company
  3. 3 Whether the claimant is acting in good faith

Ratio Decidendi

Permission to continue the derivative claim is granted because the claim is realistic, carries conviction, is worth pursuing on behalf of the company, and the claimant is acting in good faith. The existence of other proceedings and the company's insolvency do not preclude permission. The derivative action is the most appropriate process for the allegations advanced.

Court Disposition

Permission granted to continue derivative claim

Orders

  • Permission granted to Montgold Capital LLP to continue the derivative claim against the first to ninth defendants on behalf of Agushia Limited.
  • Order preserving Agushia's cash assets (approx. £190,000) subject to payment of minimum necessary administration costs and prohibiting use of those funds to defend the derivative claim.