Popely & Anor v Popely & Ors [2018] EWHC 276 (Ch) (21 February 2018)

Popely & Anor v Popely & Ors [2018] EWHC 276 (Ch) (21 February 2018)

The appeal is dismissed because the application for permission to continue the derivative claim was properly heard by Deputy Master Lloyd under transitional provisions, Ronald exercised control over Casterbridge at the relevant time, no evidence of foreign law was adduced so English law applied, special circumstances justified the beneficiaries' derivative action, and the Master properly exercised discretion.

Citation
[2018] EWHC 276 (Ch)
Parties
Claimant and Respondent: John Anthony Popely; Claimant and Respondent: Andrew Popely; Defendant and Appellant: Ronald Albert Popely; Defendant: Cosmos Trust Limited; Defendant: Casterbridge Properties Limited
Jurisdiction
England and Wales
Judgment Date
21 February 2018
Procedural Posture
Appeal / Judgment on Appeal From Deputy Master Lloyd's Order of 24 April 2017
Outcome
Appeal dismissed
Legal Topics
Derivative Actions, Double Derivative Claims, Jurisdiction, Foreign Companies, Trust Beneficiaries, Practice Directions
Company Law Trusts Law Civil Procedure Derivative Actions Double Derivative Claims Jurisdiction Foreign Companies Trust Beneficiaries +1 more

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Parties

John Anthony Popely

Claimant and Respondent

Andrew Popely

Claimant and Respondent

Ronald Albert Popely

Defendant and Appellant

Cosmos Trust Limited

Defendant

Casterbridge Properties Limited

Defendant

Procedural Posture

Appeal / Judgment on Appeal From Deputy Master Lloyd's Order of 24 April 2017

Legal Issues

  1. 1 Whether Deputy Master Lloyd had jurisdiction to grant permission for a derivative action
  2. 2 Whether wrongdoer control exception to Foss v Harbottle applies
  3. 3 Whether permission to bring derivative action on behalf of a foreign company requires compliance with foreign law

Ratio Decidendi

The appeal is dismissed because the application for permission to continue the derivative claim was properly heard by Deputy Master Lloyd under transitional provisions, Ronald exercised control over Casterbridge at the relevant time, no evidence of foreign law was adduced so English law applied, special circumstances justified the beneficiaries' derivative action, and the Master properly exercised discretion.

Court Disposition

Appeal dismissed

Orders

  • Permission to continue derivative action upheld
  • Representation order and substitution of Cosmos Trust Limited as Second Defendant confirmed