Lonrho Africa (Holdings) Ltd v Norse Air Ltd & Ors [2008] EWHC 322 (Comm) (13 March 2008)

Lonrho Africa (Holdings) Ltd v Norse Air Ltd & Ors [2008] EWHC 322 (Comm) (13 March 2008)

The defendants' refusal to provide access to specific categories of documents and records constituted a clear breach of clause 8.1.3 of the subscription agreement. This entitled the claimant to serve a notice under clause 8.5 and appoint forensic accountants. The information sought was reasonably required. Injunctive relief is appropriate to enforce these rights, and costs should be awarded on an indemnity basis due to the defendants' unreasonable conduct.

Citation
[2008] EWHC 322 (Comm)
Parties
Claimant: Lonrho Africa (Holdings) Limited; 1st Defendant: Norse Air Limited; 2nd Defendant: Mr. David Avnit; 3rd Defendant: Mrs Nadja Avnit
Jurisdiction
England and Wales
Judgment Date
13 March 2008
Procedural Posture
Commercial Court Application for Injunctive Relief and Enforcement of Contractual Rights / Interlocutory Hearing on Continuation of Injunction and Costs
Outcome
Injunction continued against all defendants; costs awarded to claimant on indemnity basis; interim payment ordered.
Legal Topics
Shareholder Rights, Injunctions, Disclosure of Information, Directors' Duties, Costs (indemnity Basis)
Contract Law Company Law Civil Procedure Shareholder Rights Injunctions Disclosure of Information Directors' Duties Costs (indemnity Basis)

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 4 Party arguments 2 Amounts and remedies 6
Sign in to unlock

Parties

Lonrho Africa (Holdings) Limited

Claimant

Norse Air Limited

1st Defendant

Mr. David Avnit

2nd Defendant

Mrs Nadja Avnit

3rd Defendant

Procedural Posture

Commercial Court Application for Injunctive Relief and Enforcement of Contractual Rights / Interlocutory Hearing on Continuation of Injunction and Costs

Legal Issues

  1. 1 Whether the defendants breached clause 8.1.3 of the share subscription agreement by refusing access to company records and information
  2. 2 Whether the claimant was entitled to serve a notice under clause 8.5 and appoint forensic accountants
  3. 3 Whether an injunction should be continued against the defendants to compel compliance

Ratio Decidendi

The defendants' refusal to provide access to specific categories of documents and records constituted a clear breach of clause 8.1.3 of the subscription agreement. This entitled the claimant to serve a notice under clause 8.5 and appoint forensic accountants. The information sought was reasonably required. Injunctive relief is appropriate to enforce these rights, and costs should be awarded on an indemnity basis due to the defendants' unreasonable conduct.

Court Disposition

Injunction continued against all defendants; costs awarded to claimant on indemnity basis; interim payment ordered.

Orders

  • Defendants to provide immediate access to documents and records to claimant and its forensic accountants.
  • Costs to be assessed on an indemnity basis, with interim payment of £160,000 to be made within 21 days.