Jusan Technologies Limited v Uconinvest LLC

Jusan Technologies Limited v Uconinvest LLC

Section 40 Companies Act 2006 applies to Uconinvest as a person dealing with JTL in good faith; registration of Uconinvest as shareholder was part of SPA transaction; JTL cannot rely on directors' lack of authority to invalidate registration; claim for rectification fails.

Source-derived case information.

Parties
Claimant: Jusan Technologies Limited; Defendant: Uconinvest LLC
Jurisdiction
England and Wales
Judgment Date
24 March 2025
Procedural Posture
Part 8 Claim / Judgment After Trial
Outcome
Claim dismissed
Legal Topics
Rectification of Register of Members, Ultra Vires, Directors' Powers, Shareholder Agreements, Section 40 Companies Act 2006, Section 125 Companies Act 2006
Company Law Corporate Governance Rectification of Register of Members Ultra Vires Directors' Powers Shareholder Agreements Section 40 Companies Act 2006 Section 125 Companies Act 2006

Source-derived case record

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Parties

Jusan Technologies Limited

Claimant

Uconinvest LLC

Defendant

Procedural Posture

Part 8 Claim / Judgment After Trial

Legal Issues

  1. 1 Whether registration of Uconinvest as shareholder was ultra vires JTL's directors under article 12(2) of articles of association
  2. 2 Whether section 40 Companies Act 2006 prevents JTL from relying on directors' lack of authority
  3. 3 Whether discretionary factors (estoppel, waiver, fairness) are relevant to rectification under section 125

Ratio Decidendi

Section 40 Companies Act 2006 applies to Uconinvest as a person dealing with JTL in good faith; registration of Uconinvest as shareholder was part of SPA transaction; JTL cannot rely on directors' lack of authority to invalidate registration; claim for rectification fails.

Court Disposition

Claim dismissed

Orders

  • Part 8 claim for rectification of register is dismissed
  • No rectification of register of members