Frenkel v Lyampert & Ors [2017] EWHC 2223 (Ch) (13 September 2017)

Frenkel v Lyampert & Ors [2017] EWHC 2223 (Ch) (13 September 2017)

There was no oral agreement entitling Mr Frenkel to a 25.5% shareholding in LA Micro Group (UK) Limited. The agreement to establish the UK Company was between LA Micro Group Inc and Mr Bell, with shares to be held 51% by Inc and 49% by Mr Bell. Mr Frenkel was not a party to the agreement and has no personal entitlement to shares or directorship.

Citation
[2017] EWHC 2223 (Ch)
Parties
Claimant: Roman Frenkel; First Defendant: Arkadiy Lyampert; Second Defendant: David Bell; Third Defendant: LA Micro Group (UK) Limited
Jurisdiction
England and Wales
Judgment Date
13 September 2017
Procedural Posture
Chancery Division Claim / Final Judgment After Trial
Outcome
Claim dismissed
Legal Topics
Shareholder Disputes, Specific Performance, Rectification of Register, Trusts Over Shares, Oral Agreements, Corporate Ownership
Company Law Equity Shareholder Disputes Specific Performance Rectification of Register Trusts Over Shares Oral Agreements Corporate Ownership

Case Brief

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Parties

Roman Frenkel

Claimant

Arkadiy Lyampert

First Defendant

David Bell

Second Defendant

LA Micro Group (UK) Limited

Third Defendant

Procedural Posture

Chancery Division Claim / Final Judgment After Trial

Legal Issues

  1. 1 Whether an oral agreement entitled Mr Frenkel to a 25.5% shareholding in LA Micro Group (UK) Limited
  2. 2 Whether shares in the UK Company were to be held by Inc, Mr Lyampert, or Mr Frenkel
  3. 3 Whether Mr Bell, Mr Lyampert, and Mr Frenkel were parties to the agreement to establish the UK Company

Ratio Decidendi

There was no oral agreement entitling Mr Frenkel to a 25.5% shareholding in LA Micro Group (UK) Limited. The agreement to establish the UK Company was between LA Micro Group Inc and Mr Bell, with shares to be held 51% by Inc and 49% by Mr Bell. Mr Frenkel was not a party to the agreement and has no personal entitlement to shares or directorship.

Court Disposition

Claim dismissed

Orders

  • Claim for specific performance refused
  • Claim for rectification of share register refused