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

UNREASONABLE REFUSAL OF AN ALTERNATIVE

Under s.125(2) IA, the court may decline to wind up a company if the court is

“of the opinion both that some other remedy is available to the petitioners and that they are acting unreasonably in seeking to have the company wound up instead of pursuing that other remedy.”

Mr Ipek argues that Koza Altin has an obvious alternative remedy in the form of offers made by him to buy Koza Altin’s shares. He made two such offers before the hearing and improved the terms of his second offer during the course of the hearing. Mr Sheehan argues further that Koza Altin cannot obtain summary judgment without showing that it is fanciful to suggest that Koza Altin has behaved unreasonably by refusing to engage with these offers.

Koza Altin has raised various commercial concerns about Mr Ipek’s offers, however it became apparent during the course of the hearing that Koza Altin was unlikely to accept any offer at all from Mr Ipek as it was in receipt of legal advice to the effect that dealing with Mr Ipek under the terms of the second offer (and logically also any other improved offer from Mr Mirza) would give rise to a real risk that Koza Altin and those in control of it would face criminal investigation and prosecution under Turkish criminal law.

I do not accept that Koza Altin is being unreasonable in failing to accept, as an alternative to the winding up, the offers that Mr Ipek has made to purchase its share, even with the improvement of this offer that was offered during the course of the hearing (and later confirmed in writing). Koza Altin has received legal advice from a respected lawyer that it would be or at least risked breaching Turkish law if it were to enter into such a dealing with Mr Ipek. There is a question whether this advice is correct or not. Mr Ipek has received advice from an equally respected lawyer to the contrary. However, I do not need to reach a view as to which of these lawyers is right. It is enough that I can determine that Koza Altin cannot be said to be unreasonable in relying on its own legal advice and preferring not to risk breaking the criminal law in Turkey.