Case details

Akcil and others (Appellants) v Koza Ltd and another (Respondents)

Case ID: UKSC 2017/0195

Case summary

Issue(s)
  1. Whether Article 24(2) of the Recast Regulation (Regulation (EU) No. 1215/2012) ("Article 24(2)") confers exclusive jurisdiction on the English courts to determine the authority in England of directors appointed in foreign proceedings to the board of a foreign corporate shareholder of a company registered in England to cause or permit the foreign corporate shareholder to do anything as a shareholder of the English company.
  2. Whether Article 24(2) confers exclusive jurisdiction against anyone other than the foreign corporate shareholder, such as its directors of a corporate shareholder as co-defendants.
Facts

Koza Ltd, of which Mr Akin Ipek is a director, is part of the Koza Group, a large Turkish-based mining and media conglomerate. Koza Altin Işletmeleri AS ("Koza Altin") is also a member of the Koza Group and Koza Ltd is its wholly owned subsidiary. In 2015, following a police raid on Koza Group’s headquarters in Ankara, Turkish authorities alleged that Koza Group was engaged in terrorist financing. In October 2015 an Ankara Criminal Peace Judge made an order under Turkish legislation replacing the existing boards of various companies within the Koza Group with trustees who were required to manage those companies pending further investigations. These companies included Koza Altin but not Koza Ltd. In July 2016, the trustees of Koza Altin caused it to serve a notice under section 303 of the Companies Act 2006 ("the 2006 Act") requiring the board of Koza Ltd to hold a general meeting of Koza Limited to pass resolutions replacing its directors with the first, second, and third appellants. The board of Koza Ltd did not call that meeting and so the trustees of Koza Altin caused it to serve a notice under section 305 of the 2006 Act calling a general meeting of Koza Ltd to pass those resolutions. In August 2016, the respondents commenced proceedings in the High Court seeking declarations that the notices were ineffective, an injunction preventing the appellants from holding a meeting of Koza Ltd pursuant to those notices and an injunction restraining the first five appellants or any of them from holding themselves out as having the authority to act for or to bind Koza Altin as a shareholder of Koza Ltd and from causing Koza Altin to do anything or permit the doing of anything as a shareholder of Koza Ltd. All the appellants acknowledged service and stated they intended to contest the jurisdiction of the English court. At first instance the judge held that the court had jurisdiction to hear the claim. The appellants appealed to the Court of Appeal who dismissed their appeal. The appellants now appeal to the Supreme Court of the United Kingdom.

Judgment appealed

[2017] EWCA Civ 1609

Parties

Appellant(s)

Mustafa Akcil, Hayrullah Dagistan, Mahmut Hikmet Keles, Hamza Yanik, Arif Yalcin, Koza Altin Isletmeleri AS

Respondent(s)

Koza Ltd, Hamdi Akin Ipek

Appeal

Justices

Lord Reed, Lord Hodge, Lady Black, Lord Briggs, Lord Sales

Hearing start date

19 Mar 2019

Hearing finish date

19 Mar 2019