Weise and Ors v Oak Corporate Finance Ltd and Others - [2020] JRC 166 (18 August 2020)

Weise and Ors v Oak Corporate Finance Ltd and Others - [2020] JRC 166 (18 August 2020)

The Representors' conduct was unreasonable after failing to heed Oak's warning that the Representation would be ineffective, proceeding with litigation that was ultimately withdrawn after the EGM ratified the share issue. The Representation did not achieve any substantive relief. The Representors did not fully comply with pre-action protocols. Justice required that Oak and the Interveners be awarded their costs, on the standard basis up to 2 October 2019 and on the indemnity basis thereafter, excluding costs related to the EGM.

Citation
[2020] JRC 166
Parties
Representors: Christophe and Petra Weise; Representor: Helmut Fortunato; Representor: Reinhard Kohleick; Respondent: Oak Corporate Finance Limited; Interveners: Interveners
Jurisdiction
Jersey
Judgment Date
18 August 2020
Procedural Posture
Representation (rectification of Share Register, Damages, Costs) / Costs Decision After Withdrawal of Substantive Claim
Outcome
Costs awarded against the Representors in favour of Oak and the Interveners; standard basis up to 2 October 2019, indemnity basis thereafter; interim payments ordered.
Legal Topics
Rectification of Share Register, Share Capital Increase, Shareholder Rights, Costs Orders, Practice Direction Compliance, Indemnity Costs
Company Law Civil Procedure Rectification of Share Register Share Capital Increase Shareholder Rights Costs Orders Practice Direction Compliance Indemnity Costs

Case Brief

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Parties

Christophe and Petra Weise

Representors

Helmut Fortunato

Representor

Reinhard Kohleick

Representor

Oak Corporate Finance Limited

Respondent

Interveners

Interveners

Procedural Posture

Representation (rectification of Share Register, Damages, Costs) / Costs Decision After Withdrawal of Substantive Claim

Legal Issues

  1. 1 Whether costs should be awarded against Oak or the Representors after withdrawal of the Representation
  2. 2 Whether the Representation was necessary or unreasonable
  3. 3 Whether indemnity costs are appropriate

Ratio Decidendi

The Representors' conduct was unreasonable after failing to heed Oak's warning that the Representation would be ineffective, proceeding with litigation that was ultimately withdrawn after the EGM ratified the share issue. The Representation did not achieve any substantive relief. The Representors did not fully comply with pre-action protocols. Justice required that Oak and the Interveners be awarded their costs, on the standard basis up to 2 October 2019 and on the indemnity basis thereafter, excluding costs related to the EGM.

Court Disposition

Costs awarded against the Representors in favour of Oak and the Interveners; standard basis up to 2 October 2019, indemnity basis thereafter; interim payments ordered.

Orders

  • Representors to pay Oak's costs on the standard basis up to 2 October 2019 and on the indemnity basis thereafter, excluding EGM costs.
  • Representors to pay Interveners' costs on the same basis.