Prinse v Landmasters (Overseas) Ltd & Ors [2022] EWHC 1921 (Ch) (21 July 2022)

Prinse v Landmasters (Overseas) Ltd & Ors [2022] EWHC 1921 (Ch) (21 July 2022)

The applicant, though a majority shareholder, is prevented by court orders from exercising control over the companies, resulting in wrongdoer control by the defendants. This constitutes exceptional circumstances justifying the continuation of derivative and double derivative claims under common law. The stay of...

Source-derived case information.

Citation
[2022] EWHC 1921 (Ch)
Parties
Applicant/claimant: Mr Nicholas Prinse; Defendant: Landmasters (Overseas) Ltd; Defendant: Landmasters Developments Ltd; Defendant: Mr George Nicolaides; Defendant: Mr Chris Nicolaides; Defendant: Mr Christopher Takis Christoforou; Non Defendant Respondent: Landmasters Development UK Limited
Jurisdiction
England and Wales
Judgment Date
21 July 2022
Procedural Posture
Derivative Claim / Interlocutory Application for Continuation of Proprietary and Freezing Orders, Permission to Amend Claim, and Permission to Continue Derivative Actions
Outcome
Permission granted to continue derivative and double derivative claims; stay lifted for these purposes; permission to amend claim and add parties granted; interim proprietary and freezing orders continued against LDUK only; applications for relief against individual defendants dismissed at this stage.
Legal Topics
Derivative Actions, Freezing Injunctions, Directors' Fiduciary Duties, Wrongdoer Control, Shareholder Remedies, Procedural Stays, Amendment of Pleadings
Company Law Equity and Trusts Civil Procedure Derivative Actions Freezing Injunctions Directors' Fiduciary Duties Wrongdoer Control Shareholder Remedies +2 more

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Parties

Mr Nicholas Prinse

Applicant/claimant

Landmasters (Overseas) Ltd

Defendant

Landmasters Developments Ltd

Defendant

Mr George Nicolaides

Defendant

Mr Chris Nicolaides

Defendant

Mr Christopher Takis Christoforou

Defendant

Landmasters Development UK Limited

Non Defendant Respondent

Procedural Posture

Derivative Claim / Interlocutory Application for Continuation of Proprietary and Freezing Orders, Permission to Amend Claim, and Permission to Continue Derivative Actions

Legal Issues

  1. 1 Whether the applicant has standing to bring and continue derivative and double derivative claims as a majority shareholder under common law and Cyprus law
  2. 2 Whether interim proprietary and freezing orders should be continued against LDUK and/or the individual defendants
  3. 3 Whether the stay of proceedings should be lifted to allow the claim to proceed

Ratio Decidendi

The applicant, though a majority shareholder, is prevented by court orders from exercising control over the companies, resulting in wrongdoer control by the defendants. This constitutes exceptional circumstances justifying the continuation of derivative and double derivative claims under common law. The stay of proceedings is lifted to allow the claims to proceed, and permission is granted to amend the claim and add parties. Interim proprietary and freezing orders are continued against LDUK only, as the evidential threshold for relief against the individual defendants is not met at this stage.

Court Disposition

Permission granted to continue derivative and double derivative claims; stay lifted for these purposes; permission to amend claim and add parties granted; interim proprietary and freezing orders continued against LDUK only; applications for relief against individual defendants dismissed at this stage.

Orders

  • Stay of proceedings lifted for purposes of applications and amendments
  • Permission granted to continue derivative and double derivative claims