Nosnehpetsj Ltd v Watersheds Capital Partners Ltd & Anor

Nosnehpetsj Ltd v Watersheds Capital Partners Ltd & Anor

The court found that the ordinary shares in Watersheds Capital Partners Limited were equitably assigned to Nosnephetsj Limited based on the intention to transfer, the documentary evidence, and the absence of contrary records, and that it would be unconscionable to recall the gift after group tax relief was claimed. The purported redemption of preference shares was invalid as statutory requirements were not met, and the shares were redeemable at £2 per share. The claim for unlawful capital reduction failed as no loss was established.

Parties
Claimant: Nosnephetsj Limited (in Liquidation); Defendant: Watersheds Capital Partners Limited; Defendant: Richard Buzzoni
Jurisdiction
England and Wales
Judgment Date
24 July 2020
Procedural Posture
Insolvency/company Law / Judgment After Trial
Outcome
Claim allowed in part; relief to be determined at further hearing.
Legal Topics
Share Ownership, Equitable Assignment, Redemption of Preference Shares, Capital Reduction, Directors' Duties, Adverse Inferences From Missing Records
Company Law Insolvency Law Share Ownership Equitable Assignment Redemption of Preference Shares Capital Reduction Directors' Duties Adverse Inferences From Missing Records

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Parties

Nosnephetsj Limited (in Liquidation)

Claimant

Watersheds Capital Partners Limited

Defendant

Richard Buzzoni

Defendant

Procedural Posture

Insolvency/company Law / Judgment After Trial

Legal Issues

  1. 1 Whether the ordinary shares in Watersheds Capital Partners Limited were transferred to Nosnephetsj Limited and constituted an equitable assignment
  2. 2 Whether the redemption of preference shares was valid and at what value
  3. 3 Whether there was an unlawful capital reduction and breach of statutory requirements

Ratio Decidendi

The court found that the ordinary shares in Watersheds Capital Partners Limited were equitably assigned to Nosnephetsj Limited based on the intention to transfer, the documentary evidence, and the absence of contrary records, and that it would be unconscionable to recall the gift after group tax relief was claimed. The purported redemption of preference shares was invalid as statutory requirements were not met, and the shares were redeemable at £2 per share. The claim for unlawful capital reduction failed as no loss was established.

Court Disposition

Claim allowed in part; relief to be determined at further hearing.