Clavis Securities Plc & Ors v Hussain & Ors [2021] EWHC 2003 (Ch) (16 July 2021)

Clavis Securities Plc & Ors v Hussain & Ors [2021] EWHC 2003 (Ch) (16 July 2021)

The defendants' purported removal and appointment of directors and secretary of the claimant companies were null and void, as Noteholders had no such power under the Share Trust Deeds. The court had jurisdiction to grant relief despite the jurisdictional challenge, given the urgency, absence of substantive defence, and the need to prevent further fraud. Rectification of the register, declaratory relief, injunctions, and indemnity costs were justified.

Citation
[2021] EWHC 2003 (Ch)
Parties
Claimant: Clavis Securities PLC; Claimant: Clavis Options Limited; Claimant: Intertrust Management Limited; Claimant: Intertrust Corporate Services Limited; Claimant: Intertrust Directors 1 Limited; Claimant: Intertrust Directors 2 Limited; Claimant: Paivi Helena Whitaker; Defendant: Rizwan Hussain; Defendant: Digital Asset Partners Ltd; Defendant: Highbury Investments Limited; Defendant: Amanda Watson; Defendant: Annabel Watson; Defendant: The Registrar of Companies
Jurisdiction
England and Wales
Judgment Date
16 July 2021
Procedural Posture
Part 8 Claim (companies Court, Chancery Division) / Judgment After Hearing on Merits and Jurisdictional Challenge
Outcome
Claim allowed. Relief granted as sought.
Legal Topics
Rectification of Register, Jurisdictional Challenge, Directors and Officers, Share Trust Deeds, Fraudulent Misrepresentation, Injunctions, Costs
Company Law Civil Procedure Rectification of Register Jurisdictional Challenge Directors and Officers Share Trust Deeds Fraudulent Misrepresentation Injunctions +1 more

Case Brief

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Parties

Clavis Securities PLC

Claimant

Clavis Options Limited

Claimant

Intertrust Management Limited

Claimant

Intertrust Corporate Services Limited

Claimant

Intertrust Directors 1 Limited

Claimant

Intertrust Directors 2 Limited

Claimant

Paivi Helena Whitaker

Claimant

Rizwan Hussain

Defendant

Digital Asset Partners Ltd

Defendant

Highbury Investments Limited

Defendant

Amanda Watson

Defendant

Annabel Watson

Defendant

The Registrar of Companies

Defendant

Procedural Posture

Part 8 Claim (companies Court, Chancery Division) / Judgment After Hearing on Merits and Jurisdictional Challenge

Legal Issues

  1. 1 Whether the court should proceed in absence of defendants disputing jurisdiction
  2. 2 Whether steps taken by defendants to remove claimants as directors and secretary are null and void
  3. 3 Whether relief including rectification, declarations, injunctions, and costs should be granted

Ratio Decidendi

The defendants' purported removal and appointment of directors and secretary of the claimant companies were null and void, as Noteholders had no such power under the Share Trust Deeds. The court had jurisdiction to grant relief despite the jurisdictional challenge, given the urgency, absence of substantive defence, and the need to prevent further fraud. Rectification of the register, declaratory relief, injunctions, and indemnity costs were justified.

Court Disposition

Claim allowed. Relief granted as sought.

Orders

  • Rectification of the register of Companies House to restore claimants as directors, secretary, and PSCs of Clavis Securities PLC and Clavis Options Limited.
  • Declarations as to the entitlement of claimants to control the companies.