Mandleson v Padel Solutions UK Ltd & Anor [2025] EWHC 3189 (Ch) (03 November 2025)

Mandleson v Padel Solutions UK Ltd & Anor [2025] EWHC 3189 (Ch) (03 November 2025)

There is a serious issue to be tried regarding the validity and fairness of the drag-along notice and the adequacy of the offer. Damages would not be an adequate remedy for the applicant, as she would lose proprietary and pre-emption rights that are difficult to quantify. The balance of convenience favours granting an interim injunction, provided the applicant's cross-undertaking is fortified.

Citation
[2025] EWHC 3189 (Ch)
Parties
Claimant / Applicant: Anka Mandleson; First Defendant / Respondent: Padel Solutions UK Limited; Second Defendant / Respondent: Javier Fernandez
Jurisdiction
England and Wales
Judgment Date
03 November 2025
Procedural Posture
Interim Injunction Application in Shareholder/company Dispute / Interim Application Before Trial
Outcome
Interim injunction granted, conditional on fortification of cross-undertaking in damages.
Legal Topics
Shareholder Rights, Drag Along Provisions, Interim Injunctions, Pre Emption Rights
Company Law Equity Shareholder Rights Drag Along Provisions Interim Injunctions Pre Emption Rights

Case Brief

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Parties

Anka Mandleson

Claimant / Applicant

Padel Solutions UK Limited

First Defendant / Respondent

Javier Fernandez

Second Defendant / Respondent

Procedural Posture

Interim Injunction Application in Shareholder/company Dispute / Interim Application Before Trial

Legal Issues

  1. 1 Whether an interim injunction should be granted to restrain the enforcement of a drag-along notice under Article 9 of the company's articles of association
  2. 2 Whether the drag-along notice is effective and on arm's length terms
  3. 3 Whether damages would be an adequate remedy for the applicant

Ratio Decidendi

There is a serious issue to be tried regarding the validity and fairness of the drag-along notice and the adequacy of the offer. Damages would not be an adequate remedy for the applicant, as she would lose proprietary and pre-emption rights that are difficult to quantify. The balance of convenience favours granting an interim injunction, provided the applicant's cross-undertaking is fortified.

Court Disposition

Interim injunction granted, conditional on fortification of cross-undertaking in damages.

Orders

  • Interim injunction restraining enforcement of the drag-along notice pending trial, subject to the applicant providing fortification of her cross-undertaking in damages by bank guarantee or payment into court in the sum of £500,000.