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

The 2016 and 2021 Proceedings

Koza Altin and Mr Ipek have been in dispute over Koza Ltd since 2016 in two sets of proceedings commenced by Mr Ipek and Koza Ltd (acting at his direction) (the “2016 Proceedings”) and (the“2021 Proceedings”). A broad summary of these proceedings follows.

In 2016, Koza Altin attempted to change the board of Koza Ltd by calling a general meeting with a view to removing Mr Ipek as a director. In response, Mr Ipek and Koza Ltd (acting at his direction) commenced the 2016 Proceedings. His case was based on two main contentions:

Meanwhile, Koza Altin filed a defence and counterclaim in the 2016 Proceedings and counterclaimed for a declaration that Article 26 is invalid and asked for related relief about the shareholder resolution amending Koza’s Articles to introduce Article 26.

Koza Altin also challenged the English court’s jurisdiction to hear the Authority Claim, in circumstances where the only basis relied on by Koza and Mr Ipek for jurisdiction was exclusive jurisdiction under the Brussels Recast Regulation (the “2016 Jurisdiction Application”). The 2016 Jurisdiction Application ultimately succeeded after going all the way to the Supreme Court (see Akçil v Koza Ltd [2019] WLR 4830).

Mr Ipek and Koza Ltd sought in 2021 to renew the Authority Claim in the 2021 Proceedings (Claim No. BL-2021-000515). The Supreme Court had decided that the English court did not have exclusive jurisdiction, but left open the question of whether jurisdiction could be established at common law.

In March 2021, Koza Ltd (later joined by Mr Ipek) issued the 2021 Claim against Koza Altin and its directors, seeking, amongst other things, a declaration that the directors did not have authority to represent Koza Altin, and applied for permission to serve the 2021 Claim outside the jurisdiction.

Koza Ltd and Mr Ipek were refused permission to serve out on the basis that there was no serious issue to be tried in respect of the Authority Claim. An appeal against the refusal was dismissed (see Koza Ltd v Koza Altin Isletmeleri AS [2022] EWCA Civ 1284), and the Supreme Court refused permission to appeal on 1 February 2023. Whilst it may be considered that the Authority Claim is now dead, Mr Ipek (up to the first day of the hearing) has reserved his right to continue to maintain this (outside this hearing and the hearing of the Petition).

There remains outstanding as substantive litigation between the parties only the 2016 Proceedings in relation to the English Company Law Claim and the related counterclaim.

Mr Ipek and Koza Ltd have taken no steps to advance this claim and Koza Altin also has taken no steps to advance its counterclaim or otherwise bring this to a conclusion, preferring instead to advance its claim for winding-up on the grounds of this being just and equitable.