Rahman v Rahman [2019] EWHC 1011 (QB) (17 April 2019)

Rahman v Rahman [2019] EWHC 1011 (QB) (17 April 2019)

The breach of the initial promise to allot a share to Habib occurred shortly after the meeting on 3 June 2009, and the obligation was continuing until at least 19 November 2010. The claim was brought within six years of the relevant breach, and is not barred by statutory limitation. There was no clear and unequivocal denial of Habib's entitlement until much later, and laches does not bar the claim.

Citation
[2019] EWHC 1011
Parties
Claimant and Respondent: Mr Habibur Rahman; First Defendant and Appellant: Mr Azizur Rahman
Jurisdiction
England and Wales
Judgment Date
17 April 2019
Procedural Posture
Appeal / Judgment on Appeal From Central London County Court Order Dated 14 July 2017
Outcome
Appeal dismissed
Legal Topics
Specific Performance, Limitation, Laches, Shareholder Rights, Joint Venture Agreements
Contract Law Equity Specific Performance Limitation Laches Shareholder Rights Joint Venture Agreements

Case Brief

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Parties

Mr Habibur Rahman

Claimant and Respondent

Mr Azizur Rahman

First Defendant and Appellant

Procedural Posture

Appeal / Judgment on Appeal From Central London County Court Order Dated 14 July 2017

Legal Issues

  1. 1 Whether the claim for damages for breach of contract to allot shares is barred by statutory limitation under the Limitation Act 1980
  2. 2 Whether the claim for equitable relief is barred by laches
  3. 3 Whether there was a continuing obligation to allot shares

Ratio Decidendi

The breach of the initial promise to allot a share to Habib occurred shortly after the meeting on 3 June 2009, and the obligation was continuing until at least 19 November 2010. The claim was brought within six years of the relevant breach, and is not barred by statutory limitation. There was no clear and unequivocal denial of Habib's entitlement until much later, and laches does not bar the claim.

Court Disposition

Appeal dismissed

Orders

  • Damages awarded in lieu of specific performance for failure to allot shares
  • Damages in respect of missed or unpaid distributions