COURT OF APPEAL (CIVIL DIVISION)
ON APPEAL FROM THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
(Mr M Mann QC)
Strand London WC2 Tuesday, 30th July 2002 |
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B e f o r e :
LADY JUSTICE HALE
and
LORD JUSTICE CARNWATH
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DAVID LESLIE BATES | Claimant/Respondent | |
-v- | ||
(1) MICROSTAR LIMITED | ||
(2) THOMAS CHARLES COMBRINCK | ||
Defendants/Applicants |
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Smith Bernal Reporting Limited
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(Official Shorthand Writers to the Court)
Mr J McDonnell QC and Mr M Chapple (instructed by Messrs DLA, London EC2) appeared on behalf of the Respondent Claimant.
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Crown Copyright ©
"... there is strong evidence to suggest that there has been an unlawful dissipation of the assets of Microstar. In other circumstances I would have applied for a freezing order against the Defendants. I have not done so because I am satisfied that if the Defendants ever intended to defeat any judgment which I may obtain by dissipation of assets, the relevant arrangements will already have been put in place."
"In the circumstances discussed, the following position would be preferred (the list is not exhaustive, only indicative of the type of practical matters involved):
1.a non-UK incorporated company is established;
2.the directors of the company comprise a majority of non-UK persons;
3.the directors exercise control of the company only through the board meetings;
4.no individual director has the power to commit the company to significant contracts (above a set financial limit);
5.all contracts are signed outside the UK or subject to ratification by the board of directors before they become binding on the company;
6.all board meetings are held outside the UK; ..."
"Contracts are arranged and agreed offshore, and in all cases subject to ratification and agreement by the Board of Directors in Jersey. No individuals have the power to commit the company without reverting back to the Board of Directors."
"The Directors may by power of attorney mandate or otherwise appoint any person to be the agent of the Company for such purposes and on such conditions as they determine ... the appointee shall exercise any powers conferred upon him by his appointment outside the United Kingdom ... "
"On the other hand, Mr Bates's evidence, if I accept it, tends to support the converse and concomitantly that Mr Khakhria should have involved himself in the general administration of the corporate holding structure to an extent which would render him at least as responsible for any failures in that regard as Mr Bates."