Yodel Delivery Network Limited v Jacob Corlett & Ors

Yodel Delivery Network Limited v Jacob Corlett & Ors

The court found, on the balance of probabilities and supported by expert evidence, that the Second Warrant Instrument and associated certificates relied on by Shift and Corja were not genuine, were created and backdated after the relevant events, and that the signatures purporting to witness execution were forgeries. Even if authentic, their execution would have been in breach of the creditor duty and company articles, not capable of ratification due to Yodel's insolvency. Accordingly, Shift and Corja had no enforceable right to the shares claimed.

Parties
Claimant: Yodel Delivery Network Limited; First Defendant: Jacob Corlett; Second Defendant: YDLGP Limited; Third Defendant: Shift Global Holdings Limited; Fourth Defendant: Gregory Crane Limited; Third Party: Michael John Hancox; Fourth Party: Corja Holdings Limited; Fifth Party: Judge Logistics Limited
Jurisdiction
England and Wales
Judgment Date
19 December 2025
Procedural Posture
Commercial/chancery (business List) / Judgment After Expedited Trial of Preliminary Issues
Outcome
Counterclaims by Shift Global Holdings Limited and Corja Holdings Limited dismissed.
Legal Topics
Forgery of Corporate Instruments, Directors' Duties, Insolvency and Creditor Duty, Specific Performance, Share Warrants, Ratification of Breach of Duty, Clean Hands Doctrine
Company Law Commercial Law Equity and Trusts Forgery of Corporate Instruments Directors' Duties Insolvency and Creditor Duty Specific Performance Share Warrants +2 more

Case Brief

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Parties

Yodel Delivery Network Limited

Claimant

Jacob Corlett

First Defendant

YDLGP Limited

Second Defendant

Shift Global Holdings Limited

Third Defendant

Gregory Crane Limited

Fourth Defendant

Michael John Hancox

Third Party

Corja Holdings Limited

Fourth Party

Judge Logistics Limited

Fifth Party

Procedural Posture

Commercial/chancery (business List) / Judgment After Expedited Trial of Preliminary Issues

Legal Issues

  1. 1 Whether the Claimant is obliged to allot and issue shares to Shift Global Holdings Limited and Corja Holdings Limited under purported warrant instruments and certificates
  2. 2 Whether the Second Warrant Instrument and associated certificates are authentic and valid
  3. 3 Whether execution of the warrants was in breach of directors' statutory and fiduciary duties, including the creditor duty

Ratio Decidendi

The court found, on the balance of probabilities and supported by expert evidence, that the Second Warrant Instrument and associated certificates relied on by Shift and Corja were not genuine, were created and backdated after the relevant events, and that the signatures purporting to witness execution were forgeries. Even if authentic, their execution would have been in breach of the creditor duty and company articles, not capable of ratification due to Yodel's insolvency. Accordingly, Shift and Corja had no enforceable right to the shares claimed.

Court Disposition

Counterclaims by Shift Global Holdings Limited and Corja Holdings Limited dismissed.

Orders

  • Counterclaims dismissed.
  • No order for specific performance of share allotment or issue.