Business Mortgage Finance 4 Plc & Ors v Hussain & Ors

Business Mortgage Finance 4 Plc & Ors v Hussain & Ors

The defendants were never validly appointed as directors, trustees, or officers of the Issuers; all steps taken by them in those capacities, including filings at Companies House, share forfeitures, and appointments, were invalid and of no effect. The court granted rectification of the company and PSC registers, declarations confirming the true directors, trustees, and shareholders, and wide-ranging final injunctions restraining the defendants from further interference, holding out, or making unauthorised filings or announcements.

Parties
Claimant: Business Mortgage Finance 4 PLC; Claimant: Business Mortgage Finance 5 PLC; Claimant: Business Mortgage Finance 6 PLC; Claimant: Business Mortgage Finance 7 PLC; Claimant: BMF Holdings Limited; Defendant: Rizwan Hussain; Defendant: Alfred Olutayo Oyekoya; Defendant: Rajnish Kalia; Defendant: Elizabeth Kirby; Defendant: Jai Singh; Defendant: Mohammed Osman; Defendant: Callon Shared Equity Limited; Defendant: Callon Capital Management Limited; Defendant: Highbury Investments Limited; Defendant: Registrar of Companies; Defendant: Governor of Her Majesty’s Prison Wandsworth
Jurisdiction
England and Wales
Judgment Date
03 February 2021
Procedural Posture
Civil / Final Judgment
Legal Topics
Rectification of Company Register, Injunctions, Directors' Appointment and Removal, Corporate Governance, Fraudulent Filings, Shareholder Rights, Trustee Appointment, Contempt of Court
Company Law Commercial Law Equity Civil Procedure Rectification of Company Register Injunctions Directors' Appointment and Removal Corporate Governance +4 more

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Parties

Business Mortgage Finance 4 PLC

Claimant

Business Mortgage Finance 5 PLC

Claimant

Business Mortgage Finance 6 PLC

Claimant

Business Mortgage Finance 7 PLC

Claimant

BMF Holdings Limited

Claimant

Rizwan Hussain

Defendant

Alfred Olutayo Oyekoya

Defendant

Rajnish Kalia

Defendant

Elizabeth Kirby

Defendant

Jai Singh

Defendant

Mohammed Osman

Defendant

Callon Shared Equity Limited

Defendant

Callon Capital Management Limited

Defendant

Highbury Investments Limited

Defendant

Registrar of Companies

Defendant

Governor of Her Majesty’s Prison Wandsworth

Defendant

Procedural Posture

Civil / Final Judgment

Legal Issues

  1. 1 Were the defendants validly appointed as directors of the Issuers?
  2. 2 Were the defendants entitled to make filings at Companies House?
  3. 3 Were the defendants entitled to act as trustees, receivers, or other officers of the Issuers?

Ratio Decidendi

The defendants were never validly appointed as directors, trustees, or officers of the Issuers; all steps taken by them in those capacities, including filings at Companies House, share forfeitures, and appointments, were invalid and of no effect. The court granted rectification of the company and PSC registers, declarations confirming the true directors, trustees, and shareholders, and wide-ranging final injunctions restraining the defendants from further interference, holding out, or making unauthorised filings or announcements.