889457 ALBERTA INC V KATANGA MINING LTD

[2008] EWHC 2679 (Comm), Queen’s Bench Division, Commercial Court, Mr Justice Tomlinson, 5 November 2008

Jurisdiction – Stay of action – First defendant a Bermudian company resident for tax purposes in Canada – Whether central administration and principal place of business in UK –Whether second and third defendants necessary and proper parties to the action – Whether Democratic Republic of the Congo an available forum – Brussels Regulation, Article 60

The claimant and the second and third defendant had set up a mining company by deed of incorporation under the law of the Democratic Republic of the Congo (DRC). The first defendant, a company substantially owned by the second and third defendants, sought to merge with another company and in that connection agreed with the second and third defendant to wholly acquire the mining company. The claimant sought an injunction (i) restraining the second and third defendants from transferring their shares in the mining company to the first defendant without honouring a first refusal clause in the deed; restraining the first defendant from taking a transfer of the shares in the mining company; and (iii) an injunction requiring the first defendant to re-transfer shares that may already have been transferred; or damages. The defendants argued that the claimant was no longer a shareholder in the mining company and sought the setting aside of service on various grounds.