HSRE CI Holdco Limited v Crosslane Property Group UK Limited & Ors

In HSRE CI Holdco Limited v Crosslane Property Group UK Limited and Ors the Royal Court of Jersey has considered the availability of an order for rectification under Article 47(1) of the Companies (Jersey) Law 1991 (“Art 47”) as a form of interim injunction.

The proceedings arose in the context of a joint venture agreement. The Representation sought declarations that various steps taken to bring about a transfer of shares in the Third Respondent (“GPCo”) from the First Respondent (“Crosslane”) to the Representor (“HSRE”) had been effective, and an order requiring the Fourth Respondent (“Alter Domus”) to update the register of shareholders accordingly.

In light of what it suggested was the urgency of the situation, HSRE sought an interim injunction by way of rectification of the share register of GPCo pursuant to Art 47 in order to recognise the transfer of shares that was the subject of its substantive claim. HSRE offered to undertake to reverse any such transfer in the event that its final relief was refused.

The Court refused the application on the basis that, in order for Art 47 relief to be available, HSRE had to establish legal title to the shares in question – and that was a question to be determined at trial. It followed that the injunction application fell at the first hurdle. The Court added that, had it been necessary to do so, it would have refused the injunction on American Cyanamid principles because it did not feel the necessary degree of assurance that HSRE would succeed at trial.

Charles Sorensen appeared for the successful First and Second Respondents, instructed by Emma Nawaz and Warren Heyman of Blackstone Solicitors.

The full judgment can be read here.