Onea v Alegbe & Ors (Re Contingent & Future Technologies Ltd and Companies Act 2006) [2023] EWHC 2451 (Ch) (06 October 2023)

Onea v Alegbe & Ors (Re Contingent & Future Technologies Ltd and Companies Act 2006) [2023] EWHC 2451 (Ch) (06 October 2023)

Where a petitioner seeks both retrospective rectification of the register and relief for unfair prejudice, and the grounds for rectification and unfair prejudice are closely linked and arguable, the court has discretion to stay rather than strike out the petition, pending determination of the rectification issue, provided no order under section 994 is made unless and until the petitioner is shown to be a member. Abuse of process is not established solely because the petitioner knew he was not a member if the rectification claim is not fanciful. The appropriate course is to stay the petition with directions for prompt pursuit of the rectification claim, not to strike out.

Citation
[2023] EWHC 2451 (Ch)
Parties
Petitioner: Ionut Cosmin Onea; First Respondent: Taiwo Ayoyunde Alegbe; Second Respondent: Rajpal Singh Wilkhu; Third Respondent: Contingent & Future Technologies Limited
Jurisdiction
England and Wales
Judgment Date
06 October 2023
Procedural Posture
Unfair Prejudice Petition and Application to Strike Out/stay / Interlocutory Application (strike Out/stay) Before Trial
Outcome
Petition stayed pending determination of rectification claim; not struck out.
Legal Topics
Unfair Prejudice, Standing of Petitioner, Rectification of Register of Members, Strike Out and Summary Judgment, Case Management, Abuse of Process
Company Law Civil Procedure Unfair Prejudice Standing of Petitioner Rectification of Register of Members Strike Out and Summary Judgment Case Management Abuse of Process

Case Brief

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Parties

Ionut Cosmin Onea

Petitioner

Taiwo Ayoyunde Alegbe

First Respondent

Rajpal Singh Wilkhu

Second Respondent

Contingent & Future Technologies Limited

Third Respondent

Procedural Posture

Unfair Prejudice Petition and Application to Strike Out/stay / Interlocutory Application (strike Out/stay) Before Trial

Legal Issues

  1. 1 Whether a person not registered as a member has standing to present an unfair prejudice petition under section 994 Companies Act 2006
  2. 2 Whether the petition should be struck out or stayed where retrospective rectification of the register is sought
  3. 3 Whether the petition is an abuse of process if the petitioner knew he was not a member

Ratio Decidendi

Where a petitioner seeks both retrospective rectification of the register and relief for unfair prejudice, and the grounds for rectification and unfair prejudice are closely linked and arguable, the court has discretion to stay rather than strike out the petition, pending determination of the rectification issue, provided no order under section 994 is made unless and until the petitioner is shown to be a member. Abuse of process is not established solely because the petitioner knew he was not a member if the rectification claim is not fanciful. The appropriate course is to stay the petition with directions for prompt pursuit of the rectification claim, not to strike out.

Court Disposition

Petition stayed pending determination of rectification claim; not struck out.

Orders

  • The petition is stayed pending the determination of the rectification of the register of members.
  • The petitioner is to pursue the rectification claim promptly, with directions to be given for its prosecution.