La Micro Group (UK) Ltd & Anor v La Micro Group Inc & Ors

La Micro Group (UK) Ltd & Anor v La Micro Group Inc & Ors

The court found, on the balance of likelihoods, that Mr Frenkel, with authority on behalf of LA Micro Group Inc, disclaimed Inc’s beneficial interest in LA Micro Group (UK) Limited and its share of profits in conversations with Mr Bell in February and March 2010. The profit sharing and beneficial ownership arrangements under the 2004 agreement were thereby terminated. The claimants were not estopped from asserting this position, and Inc is not entitled to any relief.

Parties
Claimant: LA Micro Group (UK) Limited; Claimant: Mr David Bell; Defendant: LA Micro Group Inc; Defendant: Mr Roman Frenkel; Defendant: Mr Arkadiy Lyampert
Jurisdiction
England and Wales
Judgment Date
29 January 2021
Procedural Posture
Civil / Judgment After Expedited Trial
Outcome
Claim allowed; counterclaim dismissed
Legal Topics
Beneficial Ownership of Shares, Disclaimer of Equitable Interest, Issue Estoppel, Abuse of Process, Profit Distribution in Companies
Company Law Equity and Trusts Beneficial Ownership of Shares Disclaimer of Equitable Interest Issue Estoppel Abuse of Process Profit Distribution in Companies

Case Brief

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Parties

LA Micro Group (UK) Limited

Claimant

Mr David Bell

Claimant

LA Micro Group Inc

Defendant

Mr Roman Frenkel

Defendant

Mr Arkadiy Lyampert

Defendant

Procedural Posture

Civil / Judgment After Expedited Trial

Legal Issues

  1. 1 Whether LA Micro Group Inc disclaimed its beneficial interest in LA Micro Group (UK) Limited in 2010
  2. 2 Whether the profit sharing agreement between the parties continued after 2010
  3. 3 Whether the claimants are estopped from asserting a change in beneficial ownership

Ratio Decidendi

The court found, on the balance of likelihoods, that Mr Frenkel, with authority on behalf of LA Micro Group Inc, disclaimed Inc’s beneficial interest in LA Micro Group (UK) Limited and its share of profits in conversations with Mr Bell in February and March 2010. The profit sharing and beneficial ownership arrangements under the 2004 agreement were thereby terminated. The claimants were not estopped from asserting this position, and Inc is not entitled to any relief.

Court Disposition

Claim allowed; counterclaim dismissed

Orders

  • Declarations that Mr Bell and Mr Lyampert are the only legal and beneficial owners of the shares in LA Micro Group (UK) Limited and, since March 2010, have been solely entitled to its profits.
  • LA Micro Group Inc is not entitled to relief.