CR-2022-BRS-000101 - [2025] EWHC 2291 (Ch)

The background and broad nature of the claims made and the defences to them appear from the (then agreed) case summary presented to the court at the PTR in February 2024. This reads as follows (although I regret to say that I am so technologically challenged, that I cannot make the numbering of the paragraphs and sub-paragraphs of the original document exactly correspond to the text below):

“1.

The Petitioners have issued an unfair prejudice petition in respect of the alleged unfairly prejudicial conduct of the affairs of the 6^th, 7^th and 8^th respondents contrary to their alleged interests as shareholders in the 6^th to 8^th Respondents, companies which the Petitioners further allege are under the control of the 1^st to 5^th Respondents.

i)

6^th Respondent

a)

The Petitioners are all shareholders in the 6^th Respondent (1^st Petitioner has 5% shareholding; 2^nd Petitioner has 2% shareholding; 3^rd Petitioner has 5% shareholding; 4^th Petitioner has 1% shareholding).

b)

The 5^th Respondent is the sole director of the company and has a 10% shareholding in the company.

c)

The 1^st Respondent has a 60% shareholding in the company; the 2^nd Respondent has a 7% shareholding in the company; and the 4^th Respondent has a 9% shareholding in the company. None of the 1^st Respondent, 2^nd Respondent or 4^th Respondent are directors of the company.

d)

It is denied that the 6^th Respondent is under the control of the 3^rd Respondent who is neither a director nor shareholder of the company.

ii)

7^th Respondent

a)

The Petitioners are all shareholders in the 7^th Respondent (1^st Petitioner has 5% shareholding; 2^nd Petitioner has 2% shareholding; 3^rd Petitioner has 5% shareholding; 4^th Petitioner has 1% shareholding).

b)

The 5^th Respondent is the sole director of the company and has a 10% shareholding in the company.

c)

The 2^nd Respondent has a 19.5% shareholding in the company; the 3^rd Respondent has a 10% shareholding in the company; and the 4^th Respondent has a 9% shareholding in the company. None of the 2^nd Respondent, 3^rd Respondent or 4^th Respondent are directors of the company.

d)

It is denied that the 7^th Respondent is under the control of the 1^st Respondent who is neither a director nor shareholder of the company.

iii)

8^th Respondent

a)

The 4^th Petitioner is a shareholder of the 8^th Respondent with a 1% shareholding in the company. None of the 1^st Petitioner, 2^nd Petitioner or 3^rd Petitioner are shareholders in the 8^th Respondent or have any interest in the company. Accordingly, none of the 1^st Petitioner, 2^nd Petitioner or 3^rd Petitioner are entitled to bring an unfair prejudice claim in relation to the 8^th Respondent.

b)

The 5^th Respondent is the sole director of the company but is not a shareholder of the company.

c)

The 2^nd Respondent has a 10% shareholding in the company; the 3^rd Respondent has a 10% shareholding in the company; and the 4^th Respondent has a 22.5% shareholding in the company. None of the 2^nd Respondent, 3^rd Respondent or 4^th Respondent are directors of the company.

d)

It is denied that the 8^th Respondent is under the control of the 1^st Respondent who is neither a director nor shareholder of the company.

2.

The Petitioners allege that the affairs of the 6^th to 8^th Respondents have been conducted in such a way as to be, and continue to be, unfairly prejudicial to their interests, specifically the Petitioners allege as follows:

iv)

Part of their shareholdings (specifically the 1^st to 3^rd Petitioners) have been expropriated without recognition of the fair value of those shareholdings

v)

The Respondents have failed to adhere to an agreement entered into in 2017 in relation to shareholdings

vi)

The Respondents have failed to adhere to a further agreement entered into in 2018 in relation to shareholdings

vii)

The Petitioners’ roles in the various companies were re-assigned without proper reference or agreement

viii)

The 1^st to 5^th Respondents took over control of the business and affairs of the 6^th to 8^th Respondents

ix)

The First Petitioner, and a shareholder who is also the sole director of the Third Petitioner, were forced to step down from being directors of the 6^th to 8^th Respondents

x)

The First Petitioner’s salary was reduced unilaterally

xi)

Expenses were not reimbursed

xii)

The Petitioners were excluded from the conduct of the 6^th to 8^th Respondents

xiii)

The Petitioners were denied access to company records and documents relating to the 6^th to 8^th Respondents

xiv)

The First and Second Petitioner, and a shareholder who is also the sole director of the Third Petitioner, were subject to ongoing bullying and intimidation by the Respondents

xv)

The Respondents have conducted the affairs of the 6^th to 8^th Respondents in a wrongful, dishonest and illegal manner

3.

The Respondents vigorously deny all allegations above in full. In particular, the Respondents have responded as follows:

xvi)

Reduction of shareholdings of 1^st Petitioner, 2^nd Petitioner and 3^rd Petitioner was not without consent and does not otherwise amount to expropriation

a)

1^st Petitioner

i)

It is denied that any reduction of the 1^st Petitioner’s shareholding in the 6^th Respondent was without her consent and/or otherwise amounts to expropriation. In any event, it is noted that MO first became a shareholder in the company as of 22 January 2020 with a 5% shareholding which remains unchanged.

ii)

It is denied that any reduction of the 1^st Petitioner’s shareholding in the 7^th Respondent was without her consent and/or otherwise amounts to expropriation. It is noted that MO first became a shareholder in the company as of 18 May 2020 with a 5% shareholding which remains unchanged.

iii)

The 1^st Petitioner does not have, and has not at any time had, any interest in the 8^th Respondent.

b)

2^nd Petitioner

i)

It is denied that any reduction of the 2^nd Petitioner’s shareholding in the 6^th Respondent was without his consent and/or otherwise amounts to expropriation. In any event, it is noted that upon incorporation of the 6^th Respondent, the 2^nd Petitioner had a 2% shareholding in the company which currently remains unchanged.

ii)

It is denied that any reduction of the 2^nd Petitioner’s shareholding in the 7^th Respondent was without his consent and/or otherwise amounts to expropriation.

iii)

The 2^nd Petitioner does not have, and has not at any time had, any interest in the 8^th Respondent.

c)

3^rd Petitioner

i)

It is denied that any reduction of the 3^rd Petitioner’s shareholding in the 6^th Respondent was without its consent and/or otherwise amounts to expropriation.

ii)

It is denied that any reduction of the 3^rd Petitioner’s shareholding in the 7^th Respondent was without its consent and/or otherwise amounts to expropriation.

iii)

The 3^rd Petitioner does not have, and has not at any time had, any interest in the 8^th Respondent.

xvii)

the “2017 Co-operation Agreement”

a)

None of the Petitioners are parties to the “2017 Co-operation Agreement”. It has not been suggested that ITIHL (which was a separate legal entity to the 1^st Petitioner and in any event, dissolved on 22 June 2021) will be a party to any potential claim.

b)

The document that is referred to as the “2017 Co-operation Agreement” that was purported to have been entered into between the 1st Respondent and ITIHL (a company of which the 1st Petitioner became the sole shareholder and which is now dissolved) is governed by Chinese law and not English law.

c)

The “2017 Co-operation Agreement” is superseded by the “2018 Co-operation Agreement” which contains an entire agreements clause which provides that any agreement entered into prior to the 2018 Co-operation Agreement is null and void.

xviii)

the “2018 Co-operation Agreement”

a)

None of the 1^st Petitioner, 3^rd Petitioner or 4^th Petitioner are parties to the “2018 Co-operation Agreement”. It has not been suggested that ITIHL (which was a separate legal entity to the 1^st Petitioner and in any event, dissolved on 22 June 2021) will be a party to any potential claim.

b)

The document on its own does not show how the affairs of the 6^th Respondent are being or have been conducted in a manner which is unfairly prejudicial to the interests of the 2^nd Petitioner in his capacity as a member of the company.

xix)

It is denied that any re-assignment of roles within any of the companies took place without the consent of any of the Petitioners.

xx)

In relation to the issue of control, paragraph 1 above is repeated.

xxi)

Directorships

a)

It is denied that the 1^st Petitioner has been a director of the 8^th Respondent at any time.

b)

it is denied that the 1^st Petitioner, and a shareholder who is also the sole director of the Third Petitioner, were forced to step down as directors of any of the 6^th, 7^th, or 8^th Respondent.

xxii)

It is denied that the 1^st Petitioner’s salary was reduced without her consent.

xxiii)

It is denied that the 1^st and/or 2^nd Petitioners, and/or a shareholder who is also the sole director of the 3^rd Petitioner incurred expenses supported by receipts or other evidence that have not been reimbursed.

xxiv)

It is denied that any of the Petitioners have been excluded from the business.

xxv)

It is denied that the Petitioners have been wrongfully denied access to company records and documents relating to the 6^th to 8^th Respondents.

xxvi)

It is denied that the 1^st and/or 2^nd Petitioners, and/or a shareholder who is also the sole director of the 3^rd Petitioner, were subject to ongoing bullying and intimidation by the Respondents. In any event, it is denied that any such allegations constitute conduct that is unfairly prejudicial to any of the Petitioners’ interests qua member.

xxvii)

It is denied that the Respondents or any of them have conducted the affairs of the 6^th to 8^th Respondents in a wrongful, dishonest and illegal manner

4.

The Petitioners are seeking an order for a buy out of their respective shareholdings in the 6^th to 8^th Respondents at a “fair value”, damages or other relief reflecting not only the interests they should have had in the 6^th, 7^th and 8^th Respondents but the entitlement they should have to participate in all HLHP restaurants established or to be established in the UK or Europe.”