Morjaria & Ors v Mirza & Ors [2025] EWHC 1961 (Ch) (28 July 2025)

Morjaria & Ors v Mirza & Ors [2025] EWHC 1961 (Ch) (28 July 2025)

The court found that Mr Mirza and Tydwell owed fiduciary duties under the JVA, breached those duties through self-dealing, misrepresentation, and unjust enrichment, particularly regarding invoices, cladding, Boomzone Leases, and Wolverine Transaction. The Claimants are entitled to restitution and damages. The Defendants' counterclaims for KYC breach and malicious prosecution failed. The Part 20 claim for procuring breach of contract was dismissed.

Citation
[2025] EWHC 1961 (Ch)
Parties
First Claimant: Mr Pradeep Morjaria; Second Claimant: Mrs Sangita Morjaria; Third Claimant: Summerhill Trust Company (Isle of Man) Limited; Fourth Claimant: Viper Limited; First Defendant: Mr Camran Mirza; Second Defendant: Tydwell Limited; Third Defendant: Mr Toji John; Fourth Defendant: Mrs Saira Mirza; Fifth Defendant: Mr Ameer Mirza; Sixth Defendant: Boomzone Limited; Seventh Defendant: Redwire DC Limited; Eighth Defendant: Otaki Holdings Limited; Ninth Defendant: Wolverine Finance Limited; Tenth Defendant: London Media Hub Limited; Part 20 Claimant: Mr Camran Mirza; Third Party: Mr Mark Lewin; Fourth Party: Mr Oliver Webster; Fifth Party: Ms Dawn Yates
Jurisdiction
England and Wales
Judgment Date
28 July 2025
Procedural Posture
Chancery Division Business List / Post Trial Judgment
Outcome
Claimants succeed on principal claims; Defendants' counterclaims and Part 20 claim dismissed.
Legal Topics
Joint Venture Disputes, Fiduciary Duties, Misrepresentation, Breach of Contract, Unjust Enrichment, Dishonest Assistance, Knowing Receipt, Unlawful Means Conspiracy, Malicious Prosecution, Abuse of Process, Procuring Breach of Contract, Remedies and Quantum
Commercial Law Equity Property Law Contract Law Tort Law Joint Venture Disputes Fiduciary Duties Misrepresentation +9 more

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Parties

Mr Pradeep Morjaria

First Claimant

Mrs Sangita Morjaria

Second Claimant

Summerhill Trust Company (Isle of Man) Limited

Third Claimant

Viper Limited

Fourth Claimant

Mr Camran Mirza

First Defendant

Tydwell Limited

Second Defendant

Mr Toji John

Third Defendant

Mrs Saira Mirza

Fourth Defendant

Mr Ameer Mirza

Fifth Defendant

Boomzone Limited

Sixth Defendant

Redwire DC Limited

Seventh Defendant

Otaki Holdings Limited

Eighth Defendant

Wolverine Finance Limited

Ninth Defendant

London Media Hub Limited

Tenth Defendant

Mr Camran Mirza

Part 20 Claimant

Mr Mark Lewin

Third Party

Mr Oliver Webster

Fourth Party

Ms Dawn Yates

Fifth Party

Procedural Posture

Chancery Division Business List / Post Trial Judgment

Legal Issues

  1. 1 Whether Mr Mirza and Tydwell owed fiduciary duties under the JVA
  2. 2 Whether Defendants made misrepresentations regarding invoices and cladding
  3. 3 Whether Boomzone Leases constituted self-dealing and breach of duty

Ratio Decidendi

The court found that Mr Mirza and Tydwell owed fiduciary duties under the JVA, breached those duties through self-dealing, misrepresentation, and unjust enrichment, particularly regarding invoices, cladding, Boomzone Leases, and Wolverine Transaction. The Claimants are entitled to restitution and damages. The Defendants' counterclaims for KYC breach and malicious prosecution failed. The Part 20 claim for procuring breach of contract was dismissed.

Court Disposition

Claimants succeed on principal claims; Defendants' counterclaims and Part 20 claim dismissed.

Orders

  • Restitution of misappropriated sums to Claimants
  • Damages for breach of fiduciary duty and contract