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

UNCLEAN HANDS

Mr Ipek also seeks to rely upon a similar but different principle. This is the principle that is that a Petition will be dismissed if the Petitioner has not come to court with clean hands.

As Lord Cross held in Ebrahimi at G on page 387:

“A petitioner who relies on the " just and equitable " clause must come to court with clean hands, and if the breakdown in confidence between him and the other parties to the dispute appears to have been due to his misconduct he cannot insist on the company being wound up if they wish it to continue.”

Whilst this comment was made in the context of a quasi-partnership dispute, the principle has been applied in at least one non-quasi-partnership case (Ringtower), and indeed it applies to equitable relief more generally.

Mr Ipek’s counsel refer me to Royal Bank of Scotland plc v Highland Financial Partners LP [2013] 1 CLC 596 at [159] for the proposition that where an “unclean hands” argument is made the question is always whether the misconduct of the party seeking relief, if established on the facts, is sufficient (and sufficiently connected with the relief sought) to warrant a refusal of relief: Royal Bank of Scotland plc v Highland Financial Partners LP.

The conduct of Koza Altin that Mr Ipek relies on as evidence of hands that are unclean is explained in section N of his Points of Defence:

“The Petition should be struck out or dismissed on the basis that it is brought for improper collateral purposes, namely to persecute Mr Ipek for his perceived political affiliation and/or to unlawfully expropriate his assets and/or remove the Company’s assets from his control; and/or that Koza Altin has unclean hands.”

The particulars supporting this averment rely essentially on three things:

I find this “unclean hands” argument entirely unconvincing and consider that Mr Ipek’s chances of succeeding on the basis of this argument to be wholly fanciful.

In large part this argument depends on attributing actions taken by the Turkish state as actions for which Koza Altin is responsible. Mr Sheehan suggested in oral argument that it was “wholly fanciful” to suggest that there is any separation between Koza Altin and the Turkish State, but this is not a submission that I can accept. Koza Altin may be controlled by nominees of an organ of the Turkish state, but that does not mean that the actions of the Turkish state are actions of Koza Altin.

As regards the question of the motivation for the petition for winding-up, I have already dealt with this point in relation to the question of improper purpose, and I do not think that the answer is changed by reframing this as an unclean hands argument.

This leaves the argument dependent on the actions that Koza Altin has taken to date to try to regain control of the Company or of its assets or to sell its assets on terms that the proceeds or a proportion of the proceeds will come directly to Koza Altin.

I take from the judgment of Hildyard J in CF Partners (UK) LLP v Barclays Bank Plc [2014] EWHC 3049 (Ch) at [1133] that the unclean hands doctrine :

“is reserved for exceptional cases where those seeking to invoke it have put themselves beyond the pale by reason of serious immoral and deliberate misconduct such that the overall result of equitable intervention would not be an exercise but a denial of equity”

and from [122] in the same case that:

i)

the party relying on the doctrine:

“must show that the party seeking the relief has been guilty of or responsible for some misconduct which is “sufficiently closely connected” with the equitable relief sought”;

ii)

whether the misconduct is sufficiently closely connected to the relief sought depends on the facts of each case, but the test commonly cited is that it must have an “immediate and necessary relation to the equity sued for”; and

iii)

the misconduct must be

““in some way immoral and deliberate” and not trivial. However, “the court will assess the gravity and effect of misconduct cumulatively, so that, while the elements of misconduct taken individually might be too trivial for the maxim to be applied, they might be sufficient taken together.”

Most importantly, in the specific context of a just and equitable winding-up petition, Lord Briggs held at [64] of Chu that the doctrine of unclean hands:

“finds appropriate expression … by the requirement, expressed in the Ebrahimi case, that the applicant should not have been the sole cause of the breakdown in trust and confidence or of the deadlock”.

The facts pleaded by Mr Ipek (even if they were all established on the facts) do not establish that Koza Altin is “the sole cause of the breakdown in trust and confidence or of the deadlock”. It is a matter of record in a number of the judgments already made in the course of the 2016 and 2021 Proceedings to date that actions of or brought about by Mr Ipek have contributed to this breakdown and deadlock.