Blomqvist v Zavarco Plc & Ors

Blomqvist v Zavarco Plc & Ors

Mr Blomqvist is entitled to rely on estoppel against Zavarco PLC that his shares are fully paid, as the company represented them as such and failed to prove otherwise. The issue of 7 billion shares to OFSB was not authorised by shareholders or the articles as required by Companies Act 2006, but the only pleaded challenge was lack of authority, not improper purpose or bad faith. The directors' compliance with the consent order was not impugned in these proceedings. Therefore, the issue of shares to OFSB stands, and rectification is refused.

Parties
Claimant/petitioner: Peter Ola Blomqvist; Defendant/respondent: Zavarco PLC; Defendant: Open Fibre SDN BHD; Respondent: Teoh Hock Peng; Respondent: Tunku Mazlina Binti Tunku Abd Aziz
Jurisdiction
England and Wales
Judgment Date
17 May 2016
Procedural Posture
Company/commercial (rectification and Unfair Prejudice Petition) / Judgment After Trial
Outcome
Claim dismissed (rectification refused); declaration on paid-up status of shares in favour of Mr Blomqvist
Legal Topics
Rectification of Register, Unfair Prejudice, Share Allotment, Directors' Duties, Estoppel, Disclosure Obligations
Company Law Securities Law Rectification of Register Unfair Prejudice Share Allotment Directors' Duties Estoppel Disclosure Obligations

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Parties

Peter Ola Blomqvist

Claimant/petitioner

Zavarco PLC

Defendant/respondent

Open Fibre SDN BHD

Defendant

Teoh Hock Peng

Respondent

Tunku Mazlina Binti Tunku Abd Aziz

Respondent

Procedural Posture

Company/commercial (rectification and Unfair Prejudice Petition) / Judgment After Trial

Legal Issues

  1. 1 Whether Mr Blomqvist's shares are fully paid or to be treated as fully paid
  2. 2 Whether the issue of 7 billion shares to OFSB was lawful and valid
  3. 3 Whether the register of members should be rectified to remove OFSB's 7 billion shares

Ratio Decidendi

Mr Blomqvist is entitled to rely on estoppel against Zavarco PLC that his shares are fully paid, as the company represented them as such and failed to prove otherwise. The issue of 7 billion shares to OFSB was not authorised by shareholders or the articles as required by Companies Act 2006, but the only pleaded challenge was lack of authority, not improper purpose or bad faith. The directors' compliance with the consent order was not impugned in these proceedings. Therefore, the issue of shares to OFSB stands, and rectification is refused.

Court Disposition

Claim dismissed (rectification refused); declaration on paid-up status of shares in favour of Mr Blomqvist

Orders

  • Mr Blomqvist's shares are to be treated as fully paid
  • Rectification of the register to remove OFSB's 7 billion shares is refused