Mohammed Arshad Alam v Pervez Alam & Anor

Mohammed Arshad Alam v Pervez Alam & Anor

The court found that AIL was not a quasi-partnership solely for Arshad and Pervez, but a property holding company for five brothers; beneficial ownership of shares was determined by constructive trust and proprietary estoppel principles, with Arshad holding his AIL share on trust for all five brothers equally. Allotments of shares in AIL after 29 September 2003 were void. The 2003 WWF Birmingham share allotment was valid, giving each brother a beneficial fifth, with subsequent purported allotments (including the 2014 20,000 shares to Arshad) void. Arshad was found to be sole beneficial owner of WWF Manchester. The Cheetham Hill property was held by AIL beneficially, not on trust for...

Parties
Petitioner: Mohammed Arshad Alam; Respondent: Pervez Alam; Respondent: Alam Investments Limited
Jurisdiction
England and Wales
Judgment Date
11 September 2024
Procedural Posture
Judgment / Determination of Preliminary Issues in Five Conjoined Proceedings
Outcome
Preliminary issues determined in favour of Arshad in part; share allotments after 2003 in AIL and 2014 in WWF Birmingham declared void; beneficial ownership of shares and businesses declared as per judgment; unfair prejudice established only in relation to share dilution; proprietary estoppel and constructive trust...
Legal Topics
Unfair Prejudice Petition, Beneficial Ownership of Shares, Constructive Trust, Proprietary Estoppel, Share Allotment Validity, Breach of Fiduciary Duty, Knowing Receipt, Dishonest Assistance, Business Tenancies, Derivative Claims
Company Law Equity and Trusts Property Law Civil Procedure Unfair Prejudice Petition Beneficial Ownership of Shares Constructive Trust Proprietary Estoppel +6 more

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Parties

Mohammed Arshad Alam

Petitioner

Pervez Alam

Respondent

Alam Investments Limited

Respondent

Procedural Posture

Judgment / Determination of Preliminary Issues in Five Conjoined Proceedings

Legal Issues

  1. 1 Whether AIL is a quasi-partnership and the nature of beneficial ownership of its shares
  2. 2 Whether share allotments in AIL and WWF Birmingham were valid
  3. 3 Whether Arshad is entitled to beneficial ownership of shares in AIL, WWF Birmingham, WWF Manchester, and WWF Rusholme

Ratio Decidendi

The court found that AIL was not a quasi-partnership solely for Arshad and Pervez, but a property holding company for five brothers; beneficial ownership of shares was determined by constructive trust and proprietary estoppel principles, with Arshad holding his AIL share on trust for all five brothers equally. Allotments of shares in AIL after 29 September 2003 were void. The 2003 WWF Birmingham share allotment was valid, giving each brother a beneficial fifth, with subsequent purported allotments (including the 2014 20,000 shares to Arshad) void. Arshad was found to be sole beneficial owner of WWF Manchester. The Cheetham Hill property was held by AIL beneficially, not on trust for...

Court Disposition

Preliminary issues determined in favour of Arshad in part; share allotments after 2003 in AIL and 2014 in WWF Birmingham declared void; beneficial ownership of shares and businesses declared as per judgment; unfair prejudice established only in relation to share dilution; proprietary estoppel and constructive trust...

Orders

  • Declaration that Arshad holds his AIL share on trust for himself, Pervez, Zahid, Shahid, and Kashif equally
  • Allotments of AIL shares after 29 September 2003 set aside as void