Caldero Trading Ltd v (1) Beppler & Jacobson Ltd & Ors [2014] EWHC 1142 (Ch) (11 April 2014)

Caldero Trading Ltd v (1) Beppler & Jacobson Ltd & Ors [2014] EWHC 1142 (Ch) (11 April 2014)

The respondents' contractual obligation to pay up Caldero's shares was admitted and not in dispute at the time of the compromise. The compromise agreement did not expressly or impliedly waive this obligation. Therefore, Caldero is entitled to reimbursement for the sum paid in paying up the shares.

Citation
[2014] EWHC 1142 (Ch)
Parties
Petitioner: Caldero Trading Limited; First Respondent: Beppler & Jacobson Limited; Second Respondent: Beppler & Jacobson Montenegro D. O. O; Third Respondent: Leibson Corporation; Fourth Respondent: Belinda Capital Limited; Fifth Respondent: Igor Lazurenko; Sixth Respondent: Marcel Telser; Seventh Respondent: Lawson Trading Limited; Eighth Respondent: Sergey Scheklanov
Jurisdiction
England and Wales
Judgment Date
11 April 2014
Procedural Posture
Company Petition Under Companies Act 2006 and Insolvency Act 1986 / Post Compromise, Application for Reimbursement of Share Payment
Outcome
Application granted
Legal Topics
Share Capital Payment, Contractual Obligations, Compromise Agreements, Abuse of Process, Unjust Enrichment
Company Law Insolvency Law Share Capital Payment Contractual Obligations Compromise Agreements Abuse of Process Unjust Enrichment

Case Brief

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Parties

Caldero Trading Limited

Petitioner

Beppler & Jacobson Limited

First Respondent

Beppler & Jacobson Montenegro D. O. O

Second Respondent

Leibson Corporation

Third Respondent

Belinda Capital Limited

Fourth Respondent

Igor Lazurenko

Fifth Respondent

Marcel Telser

Sixth Respondent

Lawson Trading Limited

Seventh Respondent

Sergey Scheklanov

Eighth Respondent

Procedural Posture

Company Petition Under Companies Act 2006 and Insolvency Act 1986 / Post Compromise, Application for Reimbursement of Share Payment

Legal Issues

  1. 1 Whether respondents are contractually obliged to reimburse Caldero for payment up of shares
  2. 2 Whether compromise agreement (Newey Order) extinguished or waived that obligation

Ratio Decidendi

The respondents' contractual obligation to pay up Caldero's shares was admitted and not in dispute at the time of the compromise. The compromise agreement did not expressly or impliedly waive this obligation. Therefore, Caldero is entitled to reimbursement for the sum paid in paying up the shares.

Court Disposition

Application granted

Orders

  • Respondents to pay Caldero £87,501 as reimbursement for payment up of shares
  • Caldero to issue a pro forma application if not already done so