APL Holdco Limited v Apple Properties Limited [2026] EWHC 2245 (Ch)

Petition for a just and equitable winding up refused because of dishonesty and lack of clean hands

Apple Properties Ltd, an Isle of Man company holding eleven rental properties in London was run for decades by two brothers, Habib and Shafe, on the basis of an unwritten “fundamental understanding” that they owned it jointly and equally, regardless of who happened to be named as director or shareholder on paper.

Habib’s holding company petitioned the English court to wind up Apple Properties on the just and equitable ground on the two classic grounds of breakdown of trust and confidence and functional deadlock.

Habib argued that the company was quasi-partnership company and that the relationship between the “partners” has irretrievably broken down, so the company can no longer be run on the basis originally agreed between them. He also argued that the company had no mechanism to resolve disagreement between its two equal shareholders and directors, so it was unable to take decisions or function at all.
 
The judge accepted that both grounds were factually made out. But he found that Habib was the sole cause of both, having dishonestly excluded Shafe for years and then refused to provide the financial information Shafe needed to act as a director. It also held that Habib diverted company income and cash to a company he himself controlled. Because of that the judge held it would not be just and equitable to wind up the company, and dismissed the petition.
 
It would surely have been easier for everyone involved to sit down and agree a mutually acceptable separation or demerger of the portfolio, rather than years of litigation across two jurisdictions over a company whose only business is collecting rent from eleven properties. Mediation would have been a natural way to get there.

APL Holdco Limited v Apple Properties Limited [2026] EWHC 2245 (Ch)

Judgment: https://lnkd.in/eRDZKEMp