Global Torch Ltd and Others v Apex Global Management
| Jurisdiction | England & Wales |
| Judge | Lord Justice Lloyd |
| Judgment Date | 18 April 2013 |
| Neutral Citation | [2013] EWCA Civ 507 |
| Court | Court of Appeal (Civil Division) |
| Date | 18 April 2013 |
| Docket Number | Case No: A3/2013/0520 and 0521 |
[2013] EWCA Civ 507
IN THE COURT OF APPEAL (CIVIL DIVISION)
ON APPEAL FROM THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
(MR JUSTICE MORGAN)
Royal Courts of Justice
Strand, London, WC2A 2LL
Lord Justice Lloyd
Case No: A3/2013/0520 and 0521
Mr Mark Warby QC (instructed by Irwin Mitchell LLP) appeared on behalf of Prince Abdulaziz and Prince Mishal
Mr Daniel Lightman (instructed by Howard Kennedy) appeared on behalf of Apex
This is the oral renewal of an application for permission to appeal against an order of Morgan J made on 13 February 2013 concerning issues of privacy. He heard the application over 19, 20 and 21 December 2012 and he gave a substantial and fully reasoned reserved judgment, reported at [2013] EWHC 223 (Ch).
The applications arise in shareholder prejudice proceedings in relation to a company called Fi Call Limited (I will call it FC). Its principal shareholders are a company called Global Torch Limited, which is incorporated in the British Virgin Islands, and Apex Global Management Limited, which is incorporated in the Seychelles. Apex (as I will refer to it) is owned by Mr Almhairat, who is a Jordanian and is a director of FC. The other director of the company of FC is a Mr Abu-Ayshih. Global Torch presented a petition under section 994 of the Companies Act of 2006 in respect of FC on 2 December 2011, the respondents being Apex, Mr Almhairat, and FC itself of course, seeking orders that the Apex parties (that means Apex itself and Mr Almhairat) buy Global Torch's shares in FC or alternatively a winding up on the just and equitable ground. It was alleged that the relationship between Global Torch and Apex had been destroyed and that this was exacerbated by false allegations of criminal conduct made by Apex about Global Torch and its shareholders.
A few days later, on 12 December 2011, Apex presented its own petition under section 994, with a wider range of respondents: FC the company, of course, Global Torch and Mr Abu-Ayshih, but also two Saudi Arabian princes, Prince Abdulaziz and his father, Prince Mishal ("the Princes"). Prince Abdulaziz is a director and shareholder in Global Torch. Apex says that Prince Abdulaziz uses Global Torch as his corporate vehicle and that he is acting de facto as a chairman of FC and is a de facto or shadow director of FC. Mr Abu-Ayshih is said to be a private adviser to Prince Abdulaziz and a director and shareholder in Global Torch. Prince Mishal, the father of Prince Abdulaziz, is said to be the subject of various allegations by the Apex parties as to his involvement in the matters said to be relevant to the subject matter of the petition.
Morgan J referred to six allegations in Apex's petition in the course of his judgment, of which he described three in extremely succinct and unrevealing terms, about which he said a bit more in a confidential schedule, together with some details of two more allegations which had arisen since the presentation of the petition.
There are disputes as to jurisdiction on the Apex petition on the part of the Princes and of Mr Abu-Ayshih. The Princes also claim that there is no jurisdiction against them on grounds of sovereign immunity. The issue as to sovereign immunity has in the meantime been heard and decided adversely to the Princes by Vos J on 19 March 2013, but he granted permission to appeal and so that is the subject of an appeal to this court.
The jurisdiction issue is due for hearing in the Chancery Division in the latter part of May 2013. The petitions, which on the face of it will survive whatever the outcome of the immunity appeal and the jurisdiction applications and any appeal, because it is not suggested that the petitions are not properly served as regards some parties, are due for hearing in the Chancery Division starting in January 2014.
The present applications concern applications by the Princes for orders, under Rule 39.2(3), that the hearing of the various applications be in private except for pure issues of law in relation to sovereign immunity and also that access to documents on the court file be restricted under CPR Rule 5.4C. Similar issues also arose before the judge and would arise on these appeals on applications on the part of the Guardian and the Financial Times for access to court documents under that same rule.
Morgan J rejected the applications by the Princes but granted interim protection so that the position should not be prejudiced pending a possible appeal; hence the fact that the confidential schedule remains confidential and there are orders in place restricting access to documents on the court file. The matters were considered by Lewison LJ on the papers, who refused permission to appeal; hence this oral renewal.
I have had the benefit of a skeleton argument for the Princes, which was of course before Lewison LJ, and an advocate's statement under Practice Direction 52C, paragraph 16, which is new. I have had some submissions on behalf of the Apex parties put in on the Jolly v Jay basis, which were I...
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