KING'S BENCH DIVISION
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
COMMERCIAL COURT
Fetter Lane, London, WC4A 1NL |
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B e f o r e :
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Dr Morteza Rajabieslami | Claimant |
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- and - |
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(1) Mr Sam Tariverdi (2) Melousa Inc (3) Passa Navigation Inc |
Defendants |
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The Defendants were not represented
Hearing dates: 23, 24 April 2024
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Crown Copyright ©
Mr Justice Bright:
I: Introduction
II: Relevant Persons
III: Purchase of the Vessel
IV: Meeting 18 April 2019
THIS DEED OF TRUST is made on the 18th April, 2019 BY AND BETWEEN Mr. SAM TAVIVERDI [sic] … hereinafter called "the Trustee") of the one part and Mr. MORTEZA RAJABIESLAMI … (hereinafter called "the Beneficiary") of the other part,
WHEREAS the Trustee will be acting as the Director and Shareholder of the Company or in such other role of equal status and of an executive nature as the Company as may be from time to time required and agreed…
WHEREAS the Trustee will be the holder of all issued share capital of One Hundred 100 shares numbered 1 to 100 (hereinafter called the "Shares") in DESERO SHIPPING CORPORATION…
AND WHEREAS the Shares, held by the Trustee have in fact been paid by and belong to and are the sole property of the Beneficiary.
NOW THEREFORE THIS DEED WITNESSETH as follows:
1. The appointment of the Trustee in the position of the Director and Shareholder of the Company is made solely and exclusively for the purpose of enabling the Company to get financing sources through the Trustee, latter being already successfully involved and operating in the shipping industry and presently highly experienced in the operations and management of vessels, maintaining strong worldwide connections.
2. …
3. The Trustee does hereby declare that he holds the Shares (as registered shareholder or otherwise) as well as all dividends and profits accrued or to be accrued and distributed in respect of the shares, in trust for and on behalf of the Beneficiary and the Beneficiary's successors or assigns…
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V: Meeting 3 July 2019
(1) Dr Rajabieslami's resignation notice from his positions at Desero;
(2) Deed of Transfer of Shares of Desero by Dr Rajabieslami to Melousa, which stated that Dr Rajabieslami transferred the shares having received "good and valuable consideration" from Melousa;
(3) Minutes of a Special Meeting of the Shareholders of Desero appointing Passa Navigation as the Sole Director/President/Treasurer/Secretary of Desero;
(4) Desero Share Certificate certifying that Melousa is the owner of all Desero shares;
(5) Resolution of the Sole Director of Desero; and
(6) Amendment to the Declaration of Trust ("Amendment") correcting the number of shares in Desero from 100 shares to 500 shares. This document appears to have been signed by Dr Rajabieslami, Mr Tariverdi, and Ms Anagnostou. Dr Rajabieslami says this was signed in conjunction with fresh copies of the documents signed at the meeting of 18 April 2019, most importantly the Declaration of Trust.
VI: Drydock and the period to October 2021
VII: October 2021 to July 2022
VIII: These proceedings
IX: Mr Tariverdi's application to be heard
X: Proceedings in other jurisdictions
XI: The factual witnesses
XII: The key questions
(1) Are the Declaration of Trust and Amendment genuine documents?
(2) Are the Rug Transaction Documents genuine documents?
XIII: The Declaration of Trust and Amendment
XIV: The Rug Transaction Documents
XV: Liability
XVI: Quantum
VII: Conclusion