Abraaj Investment Management Limited & Anor v Kes Power Limited

Abraaj Investment Management Limited & Anor v Kes Power Limited

The existence of a deadlock among the defendant company's directors, even if causally linked to the claimants, does not amount to an abuse of process or constitute rare and compelling circumstances justifying a stay of proceedings. The court can ensure a fair hearing by permitting the Applicant and/or Original Shareholders to be joined as interested parties to advance any defences, with the claimants' consent. There is no procedural or jurisdictional bar to this approach, and it addresses any risk of injustice without unduly delaying the proceedings.

Parties
Claimant: ABRAAJ Investment Management Limited (In Liquidation); Claimant: Sage Venture Group Limited; Defendant: KES Power Limited; Applicant/second Defendant: Shan-E-Abbas Ashary
Jurisdiction
England and Wales
Judgment Date
11 October 2024
Procedural Posture
Commercial Claim (debt Recovery) / Ruling on Application for Stay of Proceedings
Outcome
Application for stay dismissed
Legal Topics
Stay of Proceedings, Abuse of Process, Authority to Represent Company, Joinder of Parties, Default Judgment, Fiduciary Duties of Directors
Civil Procedure Company Law Insolvency Contract Stay of Proceedings Abuse of Process Authority to Represent Company Joinder of Parties +2 more

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Parties

ABRAAJ Investment Management Limited (In Liquidation)

Claimant

Sage Venture Group Limited

Claimant

KES Power Limited

Defendant

Shan-E-Abbas Ashary

Applicant/second Defendant

Procedural Posture

Commercial Claim (debt Recovery) / Ruling on Application for Stay of Proceedings

Legal Issues

  1. 1 Whether the English proceedings should be stayed pending resolution of disputes in the Cayman Islands regarding authority to represent the defendant company
  2. 2 Whether the claimants' conduct amounts to an abuse of process justifying a stay
  3. 3 Whether the court can permit interested parties to advance defences on behalf of a deadlocked company

Ratio Decidendi

The existence of a deadlock among the defendant company's directors, even if causally linked to the claimants, does not amount to an abuse of process or constitute rare and compelling circumstances justifying a stay of proceedings. The court can ensure a fair hearing by permitting the Applicant and/or Original Shareholders to be joined as interested parties to advance any defences, with the claimants' consent. There is no procedural or jurisdictional bar to this approach, and it addresses any risk of injustice without unduly delaying the proceedings.

Court Disposition

Application for stay dismissed

Orders

  • The application for a stay of proceedings is dismissed.
  • The claimants are to record their undertaking to consent to the Applicant and/or Original Shareholders and/or Mashreq participating as interested parties in the proceedings, if willing, in the order dismissing the application.