Anka Mandleson v Padel Solutions UK Limited & Anor

Anka Mandleson v Padel Solutions UK Limited & Anor

There is a serious issue to be tried regarding the effectiveness 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 fortifies her cross-undertaking in damages.

Parties
Claimant / Applicant: Anka Mandleson; First Defendant / Respondent: Padel Solutions UK Limited; Second Defendant / Respondent: Javier Fernandez
Jurisdiction
England and Wales
Judgment Date
12 April 2025
Procedural Posture
Interim Application (injunction) in Shareholder/company Dispute / Hearing and Determination of Interim Injunction Application
Outcome
Interim injunction granted, conditional on fortification of cross-undertaking in damages.
Legal Topics
Shareholder Rights, Drag Along Rights, Interim Injunctions, Pre Emption Rights
Company Law Equity and Trusts Shareholder Rights Drag Along Rights Interim Injunctions Pre Emption Rights

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Parties

Anka Mandleson

Claimant / Applicant

Padel Solutions UK Limited

First Defendant / Respondent

Javier Fernandez

Second Defendant / Respondent

Procedural Posture

Interim Application (injunction) in Shareholder/company Dispute / Hearing and Determination of Interim Injunction Application

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 effectiveness 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 fortifies her cross-undertaking in damages.

Court Disposition

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

Orders

  • Interim injunction restraining enforcement of the Revised Drag Notice until trial or further order.
  • Applicant to fortify cross-undertaking in damages by payment of £500,000 into court or provision of a bank guarantee within a period to be fixed.