Apex Global Management Ltd v (Fi Call Ltd & Ors

Apex Global Management Ltd v (Fi Call Ltd & Ors

The court has jurisdiction to permit service of Apex's petition out of the jurisdiction on the 3rd to 5th Respondents as necessary or proper parties. Relief under section 996 Companies Act 2006 can be granted against non-members where they are sufficiently connected to the alleged unfairly prejudicial conduct. There is a serious issue to be tried as to whether the affairs of Fi Call have been conducted in a manner unfairly prejudicial to Apex, and the claims against the 3rd to 5th Respondents are neither fanciful nor hopeless at this stage.

Parties
Petitioner: Apex Global Management Limited; 1st Respondent: Fi Call Limited; 2nd Respondent: Global Torch Limited; 3rd Respondent: HRH Prince Abdulaziz bin Mishal bin Abdulaziz Al Saud; 4th Respondent: Emad Mahmoud Ahmed Abu-Ayshih; 5th Respondent: HRH Prince Mishal bin Abdulaziz Al Saud
Jurisdiction
England and Wales
Judgment Date
20 June 2013
Procedural Posture
Company Petition Under Section 994 Companies Act 2006 / Interlocutory Jurisdictional Challenge
Outcome
Jurisdictional challenge dismissed; permission to serve out upheld
Legal Topics
Unfair Prejudice, Jurisdiction, Necessary or Proper Party, Relief Against Non Members, Service Out of Jurisdiction
Company Law Civil Procedure Unfair Prejudice Jurisdiction Necessary or Proper Party Relief Against Non Members Service Out of Jurisdiction

Case Brief

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Parties

Apex Global Management Limited

Petitioner

Fi Call Limited

1st Respondent

Global Torch Limited

2nd Respondent

HRH Prince Abdulaziz bin Mishal bin Abdulaziz Al Saud

3rd Respondent

Emad Mahmoud Ahmed Abu-Ayshih

4th Respondent

HRH Prince Mishal bin Abdulaziz Al Saud

5th Respondent

Procedural Posture

Company Petition Under Section 994 Companies Act 2006 / Interlocutory Jurisdictional Challenge

Legal Issues

  1. 1 Whether relief under section 996 Companies Act 2006 can be granted against non-member respondents
  2. 2 Whether there is a serious issue to be tried as to unfair prejudice
  3. 3 Whether respondents are necessary or proper parties

Ratio Decidendi

The court has jurisdiction to permit service of Apex's petition out of the jurisdiction on the 3rd to 5th Respondents as necessary or proper parties. Relief under section 996 Companies Act 2006 can be granted against non-members where they are sufficiently connected to the alleged unfairly prejudicial conduct. There is a serious issue to be tried as to whether the affairs of Fi Call have been conducted in a manner unfairly prejudicial to Apex, and the claims against the 3rd to 5th Respondents are neither fanciful nor hopeless at this stage.

Court Disposition

Jurisdictional challenge dismissed; permission to serve out upheld

Orders

  • Apex's petition may be served out of the jurisdiction on the 3rd to 5th Respondents
  • The 3rd to 5th Respondents remain parties to the proceedings