GB - Abouraya v Sigmund & Ors

Judgment

Mr Justice David Richards :

Introduction

This is an application for permission to continue this action against the first defendant as a derivative claim on behalf of and for the benefit of the second and third defendants. Permission is also sought pursuant to CPR 6.36 to serve the claim form out of the jurisdiction on the second defendant at its registered office in Hong Kong.

The claimant, Waleed Abouraya, and the first defendant, Anja Sigmund, are the only members of the second defendant, Triangle Metals & Minerals Trading Limited (Triangle HK), a company incorporated in Hong Kong. Each of them is registered as the holder of one ordinary share. The third defendant, Triangle Metals & Minerals Limited (Triangle UK), is a company incorporated in England and is a wholly owned subsidiary of Triangle HK. The claimant and the first defendant, who I will call the defendant, are the only directors of Triangle HK and the defendant is the only director of Triangle UK.

Triangle HK was incorporated in October 2001 by the claimant and two other investors. In or about January 2003, the other two investors ceased any involvement in Triangle HK and since then the only registered shareholders have been the claimant and the defendant. Until quite recently, the claimant maintained that the defendant held her share as his nominee, but he now accepts that she has at all times since 2003 beneficially owned the share registered in her name.

Triangle UK was incorporated in January 2002 and has at all times been wholly owned by Triangle HK. Triangle HK has always been a holding company, and Triangle UK has carried on the business of trading in metals and other commodities. Working capital for the business was provided by the claimant or companies under his control but he was not actively involved in the day to day management of the business, which was the responsibility of the defendant. He was never a director of Triangle UK while she has at all times since 2003 been its managing director. Between January 2004 and January 2012, there was a second, non-executive director of Triangle UK.

Following discussions between the claimant and the defendant in the course of 2010, Triangle Metals & Minerals GmbH (Triangle Switzerland) was incorporated in Switzerland as, and has remained, a wholly owned subsidiary of Triangle HK. The claimant’s own evidence as to the reasons for the establishment of Triangle Switzerland is: “We decided to establish a Swiss company because Anja

Judgment

Mr Justice David Richards :

Introduction

Abouraya v Sigmund & Ors

Areas of Law