Natasha Dzameh was recently instructed to resist an urgent injunction where it was alleged that a company would be acquiring a substantial non-cash asset from a connected person.

The Respondent owned the freehold of a property which was subject to leases. One such lease was a headlease of part of the property, this being held by connected persons who had entered into a sublease with another entity. The parties disagreed as to whether, in the circumstances, surrender of the headlease could occur following the sale of the freehold and whether this necessitated the engagement of section 190 of the Companies Act 2006. The Applicant sought an injunction to prevent the sale occurring until a general meeting could take place, but the granting of such an injunction had the potential to cause significant loss to the company.

This matter involved arguments concerning issues such as: the test for quia timet injunctions, contractual interpretation, contingent obligations, occupation rights, directors’ duties and sections 195-196 CA 2006.