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

The second and third sentences of paragraph 5 of the petition say:

“Instead, the grant of shares has been treated informally by being the subject of express oral and/or written representations and/or agreements and/or expressions of shared intention from time to time between the parties. These have given rise to equitable entitlements to shares as set out hereinbelow.”

In paragraph 28 of the petition it is alleged that “shares have been allocated … from time to time, which have taken effect at law and/or in equity… ” Here the objection is to the words “and/or in equity”.

The particulars in subparagraph (d) under paragraph 28 say:

“P5 (by P1 and under its previous name of Hong) carried out such work in detrimental reliance upon the representation as to its entitlement to 50% of the shareholding in the new UK business”.

The particulars in subparagraph (i) under paragraph 28 say:

“In the premises and insofar as may be necessary to establish locus standi, relying on the doctrines of proprietary estoppel and/or common intention constructive trust, P5 (by P1) became and is entitled in equity to 50%, alternatively to 48%, of the shareholding in Oriental;”

Similarly, the particulars in subparagraph (v) under paragraph 28 say:

“In reliance on the promise of a 2% shareholding and/or the said common intention, P2 acted to his detriment by investing some £30,000 in the business and/or by assuming the role of director of Oriental in or about October 2017 and/or by working at the restaurant premises at 2, New Oxford Street as an ‘executive director’, and in so doing, giving up a better paid job as a manager at Burger King”

The particulars in subparagraph (w) under paragraph 28 say:

“In the premises and/or relying on the doctrines of proprietary estoppel and/or common intention constructive trust, P2 became and remains entitled in equity to 2% of the shareholding in Oriental, if, which the Respondents appear to accept in any event, he did not acquire legal title to his shares”.

The particulars in subparagraph (aa) under paragraph 28 say:

“Between November 2018 and May 2019, P2 invested approximately another £54,000 on the faith of the promise of another 3% of Oriental’s shares, which was broken by R1 to R4 in failing to pass legal title to those further shares”

The particulars in subparagraph (qq) under paragraph 28 say in part:

“ … but on the faith of oral promises of shares in Oriental and R8, P4 engaged or continue to engage in employment for Oriental and thereby acted to her detriment”.

The particulars in subparagraph (rr) under paragraph 28 say:

“In the premises, P4 relied to her detriment on the oral promise of shares and by way of the doctrine of proprietary estoppel, she also has locus standi by virtue of s.994(2) of the 2006 Act.”