Claim No: CR-2024-004856 - [2025] EWHC 2304 (Ch)

CONCLUSION

For the reasons I have given, had Mr Ipek not provided an undertaking to the court that he will not challenge the authority of the directors of Koza Altin to act on behalf of that company in exercising its rights as a shareholder of Koza Ltd, I would have considered that Koza Altin had made good on its contention that the circumstances were such to justify winding up on a just and equitable basis.

In my view, however, that position is changed by the undertaking that Mr Ipek has given. In the light of that undertaking, it is difficult to accept the argument that there is a deadlock, since the deadlock on any point (other than the composition of the board of the Company) could be broken by a resolution passed under Article 4 (provided that it was a lawful resolution, and not patently one that was patently against the interests of the Company or one that would cut across the provisions of Article 26).

It could be argued that that was already the case given that the Authority Claim appears to be no longer sustainable in the light of the decisions that the court has made. However the fact that Mr Ipek previously was expressly reserving his position on this point and thus was giving notice that he would be likely to continue to take this point as justification for ignoring a resolution lawfully passed under Article 4, in my view tipped the balance and made the case for the proposition that Koza Altin that it could not rely on Article 4 without expecting to have to go back to court to require Mr Ipek to comply with a lawful resolution given under Article 4.

In view of Mr Ipek’s change of heart and his undertaking, I consider that there is an argument, with a good and not merely fanciful prospect of success, that the conditions do not currently exist to justify a winding-up on the just and equitable ground.

This position may change if it turns out that notwithstanding the undertaking Mr Ipek continues to ignore resolutions lawfully passed under Article 4. This may present new arguments as to why the Petition should succeed. However, on the basis of the facts as they stand, I consider that I must dismiss the Application.

However, given this possibility I should be clear that this decision does not preclude Koza Altin making a further application for summary judgment on the Petition if new facts emerge such that it proves I have been unduly sanguine about the prospect of resolutions under Article 4 providing Koza Altin with an alternative solution to a winding-up.

Neither should it be considered that my findings in this judgment support an application to strike out the Petition. All I have found is that, on the current facts, Koza Altin has been unable to persuade the court that the conditions for summary judgment are met in that it seems to me that Mr Ipek does have a realistic case that is more than fanciful that the conditions justifying a winding-up on the just and equitable grounds do not exist at present.

Having made this determination, it has not been strictly necessary for me to consider other arguments advanced on behalf of Mr Ipek, except in relation to the striking-out application. I have recorded my determinations as regards on the arguments Mr Ipek has put up based on it being unreasonable for Koza Altin not to have engaged with his various offers to purchase their shares; that the Petition is an abuse of process; and that Koza Altin are making the Petition with unclean hands. As well as helping in the determination of the strike-out application in relation to Koza Ltd’s Points of Defence, these determinations may all help in the future if Koza Altin renews its application on the basis of new facts and may be of assistance if and when the Petition is heard.