Lim & Ors v Ong & Ors [2021] EWHC 3414 (Ch) (01 November 2021)

Lim & Ors v Ong & Ors [2021] EWHC 3414 (Ch) (01 November 2021)

There is a gap in the existing order as it does not address proceeds from a sale of shares or assets of GTL. Sufficient steps are being taken towards realisation of value to justify further relief. The appropriate order is to require advance notice and documentation of any transaction, prohibit dissipation of proceeds due to the defendants pending further order, and adopt a flexible mechanism to protect the claimants' estimated entitlement up to £13,054,761.40, without assuming the anticipated sale structure will materialise.

Citation
[2021] EWHC 3414 (Ch)
Parties
Claimant: Say Chong Lim; Claimant: City Success Investments Limited; Claimant: Greenacre Capital (Hyson House) Limited; Claimant: Lapland Limited; Defendant: Chee Kong Ong; Defendant: Greenacre Capital Limited; Defendant: Greenacre Capital Partners Limited; Defendant: Greenacre Properties Limited
Jurisdiction
England and Wales
Judgment Date
01 November 2021
Procedural Posture
Interlocutory Application in Civil Proceedings / Application to Vary Freezing and Quia Timet Injunction Order
Outcome
Application granted in part; order varied to fill the lacuna in the existing injunction.
Legal Topics
Freezing Injunctions, Quia Timet Injunctions, Asset Dissipation, Shareholder Disputes, Interlocutory Relief
Civil Procedure Equity and Trusts Company Law Freezing Injunctions Quia Timet Injunctions Asset Dissipation Shareholder Disputes Interlocutory Relief

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Parties

Say Chong Lim

Claimant

City Success Investments Limited

Claimant

Greenacre Capital (Hyson House) Limited

Claimant

Lapland Limited

Claimant

Chee Kong Ong

Defendant

Greenacre Capital Limited

Defendant

Greenacre Capital Partners Limited

Defendant

Greenacre Properties Limited

Defendant

Procedural Posture

Interlocutory Application in Civil Proceedings / Application to Vary Freezing and Quia Timet Injunction Order

Legal Issues

  1. 1 Whether there is a lacuna in the existing freezing and quia timet injunction order regarding proceeds from a potential sale of shares or assets of Greenacre (Thanet) Limited (GTL)
  2. 2 Whether further orders are required to protect the claimants' contractual entitlement (CSI entitlement) in the event of such sale or realisation of value
  3. 3 Appropriate form and scope of any variation or additional relief

Ratio Decidendi

There is a gap in the existing order as it does not address proceeds from a sale of shares or assets of GTL. Sufficient steps are being taken towards realisation of value to justify further relief. The appropriate order is to require advance notice and documentation of any transaction, prohibit dissipation of proceeds due to the defendants pending further order, and adopt a flexible mechanism to protect the claimants' estimated entitlement up to £13,054,761.40, without assuming the anticipated sale structure will materialise.

Court Disposition

Application granted in part; order varied to fill the lacuna in the existing injunction.

Orders

  • Claimants' proposed recital regarding anticipated sale structure dispensed with.
  • First defendant (Francis) required to give at least 7 days' notice and provide documentation before completion of any transaction realising value from GTL.