Apex Global Management Ltd & Anor v FI Call Ltd & Ors

Apex Global Management Ltd & Anor v FI Call Ltd & Ors

Global Torch demonstrated that Apex Parties conducted Fi Call Limited's affairs in a manner unfairly prejudicial to Global Torch, breached fiduciary duties, failed to keep proper records, misappropriated funds, and caused breakdown of trust and confidence, justifying winding-up on just and equitable ground and orders for restitution and accounting.

Parties
Claimant: Apex Global Management Limited; Claimant: Faisal Almhairat; Defendant: Fi Call Limited; Defendant: Global Torch Limited; Defendant: HRH Prince Abdulaziz Bin Mishal Bin Abdulaziz Al Saud; Defendant: Emad Mahmoud Ahmed Abu-Ayshih; Defendant: HRH Prince Mishal Bin Abdulaziz Al Saud
Jurisdiction
England and Wales
Judgment Date
11 November 2015
Procedural Posture
Cross Petitions Under Companies Act 2006 and Related Applications / Final Judgment After Default, Debarring Orders, and Trial of Counterclaim
Outcome
Fi Call Limited to be wound up on just and equitable ground; Apex Parties ordered to account and make restitution; further hearing on Al Masoud monies directed.
Legal Topics
Unfair Prejudice, Just and Equitable Winding Up, Fiduciary Duties, Shareholder Remedies, Accounting Records, Misappropriation, Share Purchase Agreements
Company Law Insolvency Law Equity Unfair Prejudice Just and Equitable Winding Up Fiduciary Duties Shareholder Remedies Accounting Records +2 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 7 Authorities cited 19 Party arguments 2 Amounts and remedies 6
Sign in to unlock

Parties

Apex Global Management Limited

Claimant

Faisal Almhairat

Claimant

Fi Call Limited

Defendant

Global Torch Limited

Defendant

HRH Prince Abdulaziz Bin Mishal Bin Abdulaziz Al Saud

Defendant

Emad Mahmoud Ahmed Abu-Ayshih

Defendant

HRH Prince Mishal Bin Abdulaziz Al Saud

Defendant

Procedural Posture

Cross Petitions Under Companies Act 2006 and Related Applications / Final Judgment After Default, Debarring Orders, and Trial of Counterclaim

Legal Issues

  1. 1 Whether Fi Call Limited should be wound up on just and equitable ground
  2. 2 Whether Apex Parties conducted affairs unfairly prejudicial to Global Torch
  3. 3 Whether Apex Parties misappropriated funds due to Fi Call Limited and Global Torch

Ratio Decidendi

Global Torch demonstrated that Apex Parties conducted Fi Call Limited's affairs in a manner unfairly prejudicial to Global Torch, breached fiduciary duties, failed to keep proper records, misappropriated funds, and caused breakdown of trust and confidence, justifying winding-up on just and equitable ground and orders for restitution and accounting.

Court Disposition

Fi Call Limited to be wound up on just and equitable ground; Apex Parties ordered to account and make restitution; further hearing on Al Masoud monies directed.

Orders

  • Fi Call Limited to be wound up
  • Share register to be rectified for Al Masoud share option