BL-2025-000377 - [2025] EWHC 2976 (Ch)

As a matter of true construction of clause 20.1.2 of the Management Agreement, no entitlement pursuant to s 1(1) of the 1999 Act to enforce the terms of the Management Agreement arose, because Mr Dekel did not, by expending £4m in subscribing for shares in CLL BVI, “provide finance or refinance in connection with the Property”;

In any event, the bar on a shareholder seeking to recover loss reflective of the same loss as that suffered by the company in which he is a shareholder applies in the present case, the fact that the loss claimed is reflective loss being said to be demonstrated by the way that the claim for damages is formulated in the Particulars of Claim.

In any event in the case of RE Capital, the latter never became bound by the terms of the Management Agreement because, in short, the Deeds of Assignment of Contract and Subcontract dated 28 May 2021 effected an assignment of the benefit of the Management Agreement, but not of its burdens, whether by novation or otherwise.