Avonwick Holdings Ltd v Azitio Holdings Ltd & Ors

Avonwick Holdings Ltd v Azitio Holdings Ltd & Ors

The court found that the alleged fraudulent Price Representation was not made, and even if it had been, the claim was time-barred under both English and Ukrainian law. The court held that neither the 2009 Shareholders’ Agreement nor the 2010 Further Shareholders’ Agreement was a concluded, binding contract under Ukrainian or English law. Consequently, all contractual, proprietary, and restitutionary claims based on those agreements failed. The unjust enrichment claims also failed due to lack of total failure of consideration and inability to apportion payments under the Castlerose SPA. The loan claim by Taruta against Mkrtchan was rejected for lack of evidence of any such loan. The only...

Parties
Claimant: Avonwick Holdings Limited; Defendant: Azitio Holdings Limited; Defendant: Dargamo Holdings Limited; Additional Claimant: Vitali Gaiduk; Additional Claimant: Roselink Limited; Third Party: Prandicle Limited; Defendant/additional Claimant: Oleg Mkrtchan; Defendant/additional Claimant: Sergiy Taruta
Jurisdiction
England and Wales
Judgment Date
14 July 2020
Procedural Posture
Commercial Multi Party Claim and Counterclaims / Final Judgment After Full Trial
Legal Topics
Fraudulent Misrepresentation, Breach of Contract, Unjust Enrichment, Specific Performance, Limitation of Actions, Agency, Joint Tortfeasor Liability, Remedies, Shareholder Disputes
Commercial Law Contract Law Equity Restitution Company Law Fraudulent Misrepresentation Breach of Contract Unjust Enrichment +6 more

Case Brief

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Parties

Avonwick Holdings Limited

Claimant

Azitio Holdings Limited

Defendant

Dargamo Holdings Limited

Defendant

Vitali Gaiduk

Additional Claimant

Roselink Limited

Additional Claimant

Prandicle Limited

Third Party

Oleg Mkrtchan

Defendant/additional Claimant

Sergiy Taruta

Defendant/additional Claimant

Procedural Posture

Commercial Multi Party Claim and Counterclaims / Final Judgment After Full Trial

Legal Issues

  1. 1 Whether fraudulent misrepresentation (Price Representation) was made and relied upon
  2. 2 Whether binding 2009 Shareholders’ Agreement and 2010 Further Shareholders’ Agreement existed
  3. 3 Whether Taruta Parties entitled to contractual, proprietary, or restitutionary remedies for alleged asset transfers

Ratio Decidendi

The court found that the alleged fraudulent Price Representation was not made, and even if it had been, the claim was time-barred under both English and Ukrainian law. The court held that neither the 2009 Shareholders’ Agreement nor the 2010 Further Shareholders’ Agreement was a concluded, binding contract under Ukrainian or English law. Consequently, all contractual, proprietary, and restitutionary claims based on those agreements failed. The unjust enrichment claims also failed due to lack of total failure of consideration and inability to apportion payments under the Castlerose SPA. The loan claim by Taruta against Mkrtchan was rejected for lack of evidence of any such loan. The only...