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

It was accepted by the active respondents at the hearing that In-Touch had been restored to the register of companies, and that all the necessary stock transfer forms had been executed on its behalf in favour of the various petitioners. So, all four existing petitioners formally now have standing to present this petition in relation to the sixth respondent. In principle, therefore, I am prepared to order that In-Touch be joined to the proceedings as the fifth petitioner, so long as the petition is not otherwise demurrable. Nevertheless, the active respondents continue to object to the application for permission, on the basis that there are other pleading problems. I will come back to these.

So far as concerns the eighth respondent, the matter is more complicated. Although there is an allegation that the fourth petitioner purchased a 1% shareholding in the eighth respondent, the active respondents say that no stock transfer form was ever executed in favour of the fourth petitioner. The petitioners themselves seem to have accepted that position, at least prior to the hearing before me. Instead, the fourth petitioner’s argument for a sufficient interest in that respondent is – or at any rate was – made by way of a proprietary estoppel or constructive trust argument. So, the petitioner would have, not a legal interest in the company, but an equitable one. The active respondents say that this, even if true, is insufficient for the purposes of standing under section 994.

The complication is that the petitioners at the hearing before me said, I think for the first time, that in fact there now was a completed stock transfer form relating to the eighth respondent in favour of the fourth petitioner, dated 12 January 2025. Indeed, counsel took me to a copy of it in the hearing bundle. It further appears that this stock transfer form was lodged with the eighth respondent shortly after being executed, but that, so far, the transfer of shares has not been registered by the company. I was taken to an email correspondence in the bundle which appears to bear that out. If that is right, then, according to the authorities to which I shall refer later in this judgment, the fourth petitioner does have standing in relation to the eighth respondent, even without recourse to the argument from equitable interests.