Dominion Petroleum Admin Services Ltd v Seidel

Dominion Petroleum Admin Services Ltd v Seidel

There is a serious issue to be tried regarding the validity and enforceability of Bye-law 7A in relation to the 44 million shares issued or allotted to Mr Seidel, and the balance of convenience favours granting an injunction to restrain disposal of those shares pending the outcome of the Bermuda proceedings. However, there is no serious issue justifying an injunction in relation to the 'duress shares' under Bye-law 7A, and the court declines to grant an injunction in relation to those shares under the placing agreement, as England is the appropriate forum for such disputes. The application for a stay of the English employment proceedings is refused as there are no exceptional and...

Parties
Claimant: Dominion Petroleum Administration Services Limited; Respondent: Carlo Seidel
Jurisdiction
England and Wales
Judgment Date
07 March 2008
Procedural Posture
Interlocutory Application for Interim Relief / Judgment on Application for Injunction Under Section 25 of the Civil Jurisdiction and Judgments Act 1982
Outcome
Injunction granted in part; stay of English proceedings refused.
Legal Topics
Compulsory Share Transfer, Bad Leaver Provisions, Injunctions, Jurisdiction, Enforcement of Foreign Judgments, Employment Dismissal, Shareholder Rights
Company Law Employment Law Conflict of Laws Compulsory Share Transfer Bad Leaver Provisions Injunctions Jurisdiction Enforcement of Foreign Judgments +2 more

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Parties

Dominion Petroleum Administration Services Limited

Claimant

Carlo Seidel

Respondent

Procedural Posture

Interlocutory Application for Interim Relief / Judgment on Application for Injunction Under Section 25 of the Civil Jurisdiction and Judgments Act 1982

Legal Issues

  1. 1 Whether an injunction should be granted under Section 25 of the Civil Jurisdiction and Judgments Act 1982 to restrain Mr Seidel from disposing of shares pending Bermuda proceedings
  2. 2 Whether Bye-law 7A (bad leaver provision) is valid and enforceable against Mr Seidel
  3. 3 Whether the court should grant an injunction in relation to the 'duress shares' under the placing agreement

Ratio Decidendi

There is a serious issue to be tried regarding the validity and enforceability of Bye-law 7A in relation to the 44 million shares issued or allotted to Mr Seidel, and the balance of convenience favours granting an injunction to restrain disposal of those shares pending the outcome of the Bermuda proceedings. However, there is no serious issue justifying an injunction in relation to the 'duress shares' under Bye-law 7A, and the court declines to grant an injunction in relation to those shares under the placing agreement, as England is the appropriate forum for such disputes. The application for a stay of the English employment proceedings is refused as there are no exceptional and...

Court Disposition

Injunction granted in part; stay of English proceedings refused.

Orders

  • Injunction granted restraining Mr Seidel from disposing of the 44.8 million 'expropriation shares' without DPL's consent until 12 December 2008, conditional upon DPL lodging a £2.5 million bond.
  • Application for injunction in relation to the 'duress shares' refused.