Estera Trust (Jersey) Ltd.& Anor v Singh & Ors [2019] EWHC 1540 (Comm) (10 May 2019)

Estera Trust (Jersey) Ltd.& Anor v Singh & Ors [2019] EWHC 1540 (Comm) (10 May 2019)

The respondents, being jointly and severally liable, are entitled to decide between themselves who purchases the shares; the petitioners cannot dictate the purchaser. The petitioners are granted a short adjournment to seek tax advice, but cannot rely on any resulting delay to alter the legal position or claim further prejudice, as the respondents were ready and willing to complete within the ordered timeframe.

Citation
[2019] EWHC 1540 (Comm)
Parties
Petitioner: Estera Trust (Jersey) Ltd.; First Respondent: Jasminder Singh; Fourth Respondent: Edwardian Group Limited
Jurisdiction
England and Wales
Judgment Date
10 May 2019
Procedural Posture
Petition Under Companies Act (unfair Prejudice) / Post Trial, Consequential Matters and Directions
Outcome
Application for further time to seek tax advice granted; consequential matters adjourned; no variation of order mechanics at this stage.
Legal Topics
Unfair Prejudice, Share Purchase Order, Tax Consequences of Share Sale, Enforcement of Judgment
Company Law Unfair Prejudice Share Purchase Order Tax Consequences of Share Sale Enforcement of Judgment

Case Brief

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Parties

Estera Trust (Jersey) Ltd.

Petitioner

Jasminder Singh

First Respondent

Edwardian Group Limited

Fourth Respondent

Procedural Posture

Petition Under Companies Act (unfair Prejudice) / Post Trial, Consequential Matters and Directions

Legal Issues

  1. 1 Who is entitled to decide the purchaser of the shares under a joint and several order
  2. 2 Whether the petitioners can delay completion to mitigate tax liability
  3. 3 Whether the court retains discretion to vary the mechanics of purchase post-judgment

Ratio Decidendi

The respondents, being jointly and severally liable, are entitled to decide between themselves who purchases the shares; the petitioners cannot dictate the purchaser. The petitioners are granted a short adjournment to seek tax advice, but cannot rely on any resulting delay to alter the legal position or claim further prejudice, as the respondents were ready and willing to complete within the ordered timeframe.

Court Disposition

Application for further time to seek tax advice granted; consequential matters adjourned; no variation of order mechanics at this stage.

Orders

  • Adjourn application to be heard with other consequential matters, extending hearing estimate to 2.5 days.
  • Petitioners to set out proposed structure and file evidence 14 days before hearing or by 1 July 2019.