Muduroglu v Reddish LLP & Anor

Muduroglu v Reddish LLP & Anor

The court found, on the balance of probabilities, that there was an enforceable agreement between the claimant and Reddish LLP (with the knowledge and approval of Derek Lucie-Smith) for the sale of 10% of the shares in Memorial Holdings Limited for £1,300,000. The claimant was entitled to payment of this sum. The claim in conspiracy failed because the claimant suffered no actionable loss from the entry of the false consideration on the stock transfer form, and there was no actionable conspiracy.

Parties
Claimant: Eren Muduroglu; First Defendant: Reddish LLP; Second Defendant: Derek Lucie-Smith
Jurisdiction
England and Wales
Judgment Date
17 April 2015
Procedural Posture
Civil / Judgment After Trial
Outcome
Judgment for the claimant against Reddish LLP; claim against Derek Lucie-Smith dismissed; consequential matters (including costs and interest) adjourned.
Legal Topics
Share Sale Agreement, Breach of Contract, Beneficial Ownership, Conspiracy, Remuneration for Services, Stock Transfer Forms
Contract Law Company Law Equity Share Sale Agreement Breach of Contract Beneficial Ownership Conspiracy Remuneration for Services +1 more

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Parties

Eren Muduroglu

Claimant

Reddish LLP

First Defendant

Derek Lucie-Smith

Second Defendant

Procedural Posture

Civil / Judgment After Trial

Legal Issues

  1. 1 Was there an enforceable agreement for Reddish LLP to pay £1,300,000 for 10% of the shares in Memorial Holdings Limited?
  2. 2 Did Reddish LLP and/or Derek Lucie-Smith conspire by unlawful means to defraud the claimant by entering a false consideration on the stock transfer form?
  3. 3 Was the claimant entitled to payment of the agreed price for the shares?

Ratio Decidendi

The court found, on the balance of probabilities, that there was an enforceable agreement between the claimant and Reddish LLP (with the knowledge and approval of Derek Lucie-Smith) for the sale of 10% of the shares in Memorial Holdings Limited for £1,300,000. The claimant was entitled to payment of this sum. The claim in conspiracy failed because the claimant suffered no actionable loss from the entry of the false consideration on the stock transfer form, and there was no actionable conspiracy.

Court Disposition

Judgment for the claimant against Reddish LLP; claim against Derek Lucie-Smith dismissed; consequential matters (including costs and interest) adjourned.

Orders

  • Reddish LLP to pay the claimant £1,300,000 for the shares in Memorial Holdings Limited (subject to further hearing on interest and costs).
  • Claim in conspiracy against Derek Lucie-Smith dismissed.