Success in business asset ownership dispute

London, June 26, 2025 – Edwin Coe’s client succeeds in the Chancery Division in a dispute concerning the ownership of shares in an Italian business.

Our client (the Claimant) and his then business partner invested in that business in 2011.  They also agreed that the investment would be held on trust for our client.  After many years, the Defendants refused to recognise our client’s rights.   Proceedings were brought in the London High Court seeking, amongst other things, declarations that the shares were held on express trust for our client.

At trial, His Honour Judge Anderson KC found that there was an express trust in our client’s favour.  In so doing the Court also rejected two main defences raised by the Defendants:

1. Laches (an equitable concept concerning, in effect, delay in bringing proceedings): The Court rejected this defence. Amongst other things, any “delay” was of the Defendants’ own making.
2. Waiver: The Claimant was a director of one of the Defendants.  When he resigned this post, he signed a standard waiver letter (generally aimed at claims which may arise when an office or employment is terminated).  The Defendants argued that this letter prevented him from pursuing a claim over trust assets.  The Court rejected that argument, finding that “no one could reasonably interpret this letter as foregoing rights under a trust which existed independently of [the Claimant’s] status as a director.”

Further, the Court rejected the Defendants’ claim for a “just allowance.” The Defendants claimed that, if the Claimant succeeded, they should be granted a “generous allowance in equity”.  The Court rejected that claim as “hopeless”.

Commercial Disputes Partner, Alexander Shirtcliff, led this case at his last firm and continues to do so in Edwin Coe’s Commercial Disputes team.

The full judgment is available here: Marco Maximilian Elser v Andrea Mandel-Mantello & Ors [2025] EWHC 1558 (Ch)

Our counsel: Adam Chichester-Clark of 3 Stone Buildings