CL-2023-000230 - [2025] EWHC 2608 (Comm)

There are four parties to this case. They are siblings—the children of the late Mr Al-Aggad, who died in 2018, and Mrs Murad, who died in 2022. They are Ms Rana Al-Aggad (whom I shall call “Rana”), who is the claimant; Mr Talal and Mr Tarek Al-Aggad (who are the first and second defendants, and whom I shall call “the brothers”); and Ms Lama Al-Aggad (whom I shall call “Lama”).

I take my factual narrative largely from the statement of common ground and list of issues. Although I have tried to stick to what I think is common ground, there are sometimes points of detail that are in dispute. What I say is sufficient for the purposes of deciding the application that is before me, but nothing I say should be taken as intended to make any findings of fact, or as a comprehensive statement of the pleaded positions. I have sometimes described as “common ground” a point which is accepted by Rana and the brothers but not admitted by Lama.

The dispute revolves around shares in a company called AICO, which Mr Al-Aggad Sr founded in Saudi Arabia in 1975. Its shares were held either by him, Mrs Murad, and the children.

In 2005, Rana and her parents left Saudi Arabia, and moved to Canada. [Redacted text.] She says that her circumstances were such that she has not been able to return to Saudi Arabia.

Between 2007 and 2009 the family had discussions about how AICO’s shares should be held. The motivation and nature of those discussions is disputed. On 25 January 2009 an agreement was concluded involving AICO and another company, Mr Al-Aggad Sr, and his children. It provided for Rana to be paid some money, for some debts owed by companies in which she had an interest to be written off, and for payments to be made and some shares in the companies to be transferred to the defendants. That agreement gives rise to the first set of claims, which are about whether there is any payment due to Rana under it, and whether the brothers are liable for that. Those issues do not touch anything that I have to decide in this application.

When Mr Al-Aggad Sr died in 2018 he was living in Canada. He died owning a 24 percent shareholding in AICO. Rana became entitled to some of those shares.

This posed, she says, a problem. Under Saudi law, the mechanism by which a person becomes a shareholder in a company is by amendment of the company’s articles of association, and registration with the Ministry of Commerce. Rana says that she did not wish to go through that process, and that the defendants understood that because of her circumstances she could not. She would rather have sold the shares to the brothers or to a third party, but her brothers did not want to buy her out.

What then occurred, between September and October 2018, were legal proceedings in Saudi Arabia, known as the PSC proceedings. Rana and Mrs Murad were named as defendants but did not actively participate in them. The upshot of the proceedings was that the Saudi court ordered Mr Al Aggad’s shares to be distributed among the family, including Rana, and she was so registered in late 2018. AICO’s articles were amended. That judgment was challenged by Mrs Murad in two sets of proceedings in Saudi Arabia during 2019, but it was not set aside.

The core of Rana’s complaint in this respect is an allegation that the PSC proceedings were instituted by the brothers, colluding with each other and Lama, in the knowledge that because of her personal circumstances she would not be able to participate in them. She says that if the brothers had proceeded properly her consent would have been required to amend AICO’s articles, which would have given her an opportunity to obtain value from her entitlement to shares, either from the brothers or from a third party. The PSC proceedings were, she says, an illegitimate means of formally registering her shareholding, concealed from her, which given her actual circumstances meant that it was not possible for her to realise its full economic value. This, she says, was intended to harm her, and was tortious.