Yodel Delivery Network Ltd v Corlett & Ors [2025] EWHC 3355 (Ch) (18 December 2025)

Yodel Delivery Network Ltd v Corlett & Ors [2025] EWHC 3355 (Ch) (18 December 2025)

The Second Warrant Instrument and associated certificates are not authentic and were not executed on the dates claimed. The instruments were created after Mr Corlett lost control of Yodel and backdated. The execution breached statutory and fiduciary duties owed to Yodel and its creditors, given Yodel's insolvency. The warrants are void and unenforceable. Shift and Corja are not entitled to specific performance for allotment and issue of shares in Yodel.

Citation
[2025] EWHC 3355 (Ch)
Parties
Claimant: Yodel Delivery Network Limited; First Defendant: Jacob Corlett; Second Defendant: YDLGP Limited; Third Defendant: Shift Global Holdings Limited; Fourth Defendant: Gregory Crane Limited; Third Party: Michael John Hancox; Fourth Party: Corja Holdings Limited; Fifth Party: Judge Logistics Limited
Jurisdiction
England and Wales
Judgment Date
18 December 2025
Procedural Posture
Commercial Litigation / Judgment After Expedited Trial of Preliminary Issues
Outcome
Counterclaims dismissed
Legal Topics
Share Warrants, Specific Performance, Breach of Fiduciary Duty, Forgery, Corporate Insolvency, Director's Duties, Shareholder Rights
Company Law Commercial Law Equity Share Warrants Specific Performance Breach of Fiduciary Duty Forgery Corporate Insolvency +2 more

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Parties

Yodel Delivery Network Limited

Claimant

Jacob Corlett

First Defendant

YDLGP Limited

Second Defendant

Shift Global Holdings Limited

Third Defendant

Gregory Crane Limited

Fourth Defendant

Michael John Hancox

Third Party

Corja Holdings Limited

Fourth Party

Judge Logistics Limited

Fifth Party

Procedural Posture

Commercial Litigation / Judgment After Expedited Trial of Preliminary Issues

Legal Issues

  1. 1 Whether Shift Global Holdings Limited and Corja Holdings Limited are entitled to specific performance for allotment and issue of shares in Yodel under the Second Warrant Instrument
  2. 2 Authenticity and validity of the Second Warrant Instrument and warrant certificates
  3. 3 Whether execution of the Second Warrant Instrument breached statutory and fiduciary duties

Ratio Decidendi

The Second Warrant Instrument and associated certificates are not authentic and were not executed on the dates claimed. The instruments were created after Mr Corlett lost control of Yodel and backdated. The execution breached statutory and fiduciary duties owed to Yodel and its creditors, given Yodel's insolvency. The warrants are void and unenforceable. Shift and Corja are not entitled to specific performance for allotment and issue of shares in Yodel.

Court Disposition

Counterclaims dismissed

Orders

  • No order for specific performance
  • No shares to be allotted or issued to Shift Global Holdings Limited or Corja Holdings Limited