NICHOLAS PRINSE v LANDMASTERS (OVERSEAS) LTD & Ors

NICHOLAS PRINSE v LANDMASTERS (OVERSEAS) LTD & Ors

Permission to continue the derivative claims was refused because Mr Prinse, although a majority shareholder, was prevented from exercising his rights due to consent orders he agreed to, not solely by the Cyprus court. He did not fall within the exceptional circumstances required for a majority shareholder to bring a derivative action. The claims were dismissed, and interim proprietary and freezing orders were set aside due to lack of evidence of risk of dissipation and insufficient evidence of a proprietary fund.

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 / Final Judgment on Application to Continue Derivative Claims and Related Interim Relief
Outcome
Claims dismissed; permission to continue derivative actions refused; interim orders set aside.
Legal Topics
Derivative Actions, Freezing Orders, Proprietary Injunctions, Wrongdoer Control, Judicial Comity
Company Law Equity Civil Procedure Derivative Actions Freezing Orders Proprietary Injunctions Wrongdoer Control Judicial Comity

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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 / Final Judgment on Application to Continue Derivative Claims and Related Interim Relief

Legal Issues

  1. 1 Whether a majority shareholder can bring a derivative action under common law
  2. 2 Whether permission should be granted to continue single and double derivative claims
  3. 3 Whether proprietary and freezing orders should be continued

Ratio Decidendi

Permission to continue the derivative claims was refused because Mr Prinse, although a majority shareholder, was prevented from exercising his rights due to consent orders he agreed to, not solely by the Cyprus court. He did not fall within the exceptional circumstances required for a majority shareholder to bring a derivative action. The claims were dismissed, and interim proprietary and freezing orders were set aside due to lack of evidence of risk of dissipation and insufficient evidence of a proprietary fund.

Court Disposition

Claims dismissed; permission to continue derivative actions refused; interim orders set aside.

Orders

  • Stay lifted for determination of applications
  • Claims dismissed