Queensgate Place Limited v Solid Star Limited & Ors (No 3) (Consequential Matters)

Queensgate Place Limited v Solid Star Limited & Ors (No 3) (Consequential Matters)

A 30% chargeable gain is to be assumed for corporation tax deduction in the counterfactual calculation of QPL's loss. The purchase price for QPL's shares is set at £6,682,278 plus interest, apportioned 45.8% to Minesh and 54.2% to Prakash and Viking, with joint and several liability as specified. Costs are awarded to QPL on the standard basis against Minesh and on the indemnity basis against Prakash and Viking up to the Liability Judgment. The freezing orders are continued. The costs budget is not amended at this stage but the costs judge may depart from it on assessment.

Parties
Petitioner: Queensgate Place Limited; Respondent: Solid Star Limited (In Liquidation); Respondent: Viking World Investments SA; Respondent: Prakash Bhundia; Respondent: Minesh Bhundia; Respondent: Property X1 Limited
Jurisdiction
England and Wales
Judgment Date
21 August 2024
Procedural Posture
Company Petition (unfair Prejudice) / Consequential Judgment Following Liability and Remedies Judgments
Outcome
Petition allowed; consequential orders made on quantum, costs, and freezing orders.
Legal Topics
Unfair Prejudice, Shareholder Remedies, Costs, Freezing Orders, Corporation Tax Deduction
Company Law Insolvency Law Civil Procedure Unfair Prejudice Shareholder Remedies Costs Freezing Orders Corporation Tax Deduction

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Parties

Queensgate Place Limited

Petitioner

Solid Star Limited (In Liquidation)

Respondent

Viking World Investments SA

Respondent

Prakash Bhundia

Respondent

Minesh Bhundia

Respondent

Property X1 Limited

Respondent

Procedural Posture

Company Petition (unfair Prejudice) / Consequential Judgment Following Liability and Remedies Judgments

Legal Issues

  1. 1 How should corporation tax be accounted for in the calculation of the buy-out order for unfair prejudice?
  2. 2 What is the appropriate costs order and basis of assessment between the parties?
  3. 3 Should the freezing orders be continued post-judgment?

Ratio Decidendi

A 30% chargeable gain is to be assumed for corporation tax deduction in the counterfactual calculation of QPL's loss. The purchase price for QPL's shares is set at £6,682,278 plus interest, apportioned 45.8% to Minesh and 54.2% to Prakash and Viking, with joint and several liability as specified. Costs are awarded to QPL on the standard basis against Minesh and on the indemnity basis against Prakash and Viking up to the Liability Judgment. The freezing orders are continued. The costs budget is not amended at this stage but the costs judge may depart from it on assessment.

Court Disposition

Petition allowed; consequential orders made on quantum, costs, and freezing orders.

Orders

  • Respondents to pay QPL £6,682,278 for its shares in SSL, apportioned 45.8% to Minesh and 54.2% to Prakash and Viking, plus simple interest at 1% above Bank of England base rate from 29 October 2020 to the date of order, less sums recovered in SSL's liquidation.
  • Prakash, Viking, and Minesh jointly and severally liable for 45.8% of the sum; Prakash and Viking jointly and severally liable for the remaining 54.2%.