Cossac Holdings Limited v Preferred Management Limited & Ors

Cossac Holdings Limited v Preferred Management Limited & Ors

Permission to amend the petition to include claims based on the alleged sole purpose of PML and the alleged de facto control of JSCE by Mr Zernov is refused as these are res judicata, not supported by evidence, or do not carry sufficient conviction. The affairs of JSCE cannot be treated as the affairs of PML for the purposes of section 994. However, permission is granted to amend the petition to include claims relating to the exercise of PML’s voting rights in JSCE, as these fall within the affairs of PML.

Parties
Petitioner/applicant: Cossac Holdings Limited; First Respondent: Preferred Management Limited; Second Respondent: Keyforce Trustees Limited; Third Respondent: Andrey Zernov
Jurisdiction
England and Wales
Judgment Date
11 September 2024
Procedural Posture
Company/shareholder Petition / Application to Amend Petition (permission to Re Re Amend)
Outcome
Permission to amend petition granted in part; refused in part
Legal Topics
Unfair Prejudice Petition, Section 994 Companies Act 2006, Amendment of Pleadings, Res Judicata, De Facto Control, Winding Up on Just and Equitable Grounds
Company Law Insolvency Law Unfair Prejudice Petition Section 994 Companies Act 2006 Amendment of Pleadings Res Judicata De Facto Control Winding Up on Just and Equitable Grounds

Case Brief

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Parties

Cossac Holdings Limited

Petitioner/applicant

Preferred Management Limited

First Respondent

Keyforce Trustees Limited

Second Respondent

Andrey Zernov

Third Respondent

Procedural Posture

Company/shareholder Petition / Application to Amend Petition (permission to Re Re Amend)

Legal Issues

  1. 1 Whether permission should be granted to the Petitioner to re-re-amend its petition under section 994 of the Companies Act 2006
  2. 2 Whether proposed amendments are res judicata or an abuse of process under Henderson v Henderson
  3. 3 Whether the affairs of JSCE can be treated as the affairs of PML for the purposes of section 994

Ratio Decidendi

Permission to amend the petition to include claims based on the alleged sole purpose of PML and the alleged de facto control of JSCE by Mr Zernov is refused as these are res judicata, not supported by evidence, or do not carry sufficient conviction. The affairs of JSCE cannot be treated as the affairs of PML for the purposes of section 994. However, permission is granted to amend the petition to include claims relating to the exercise of PML’s voting rights in JSCE, as these fall within the affairs of PML.

Court Disposition

Permission to amend petition granted in part; refused in part

Orders

  • Permission to amend the petition to include claims in paragraphs 35B and 35D of the RRP (concerning PML’s exercise of voting rights in JSCE) is granted.
  • Permission to make all other proposed amendments is refused.