Jason Mitchell has recently appeared in the High Court, led by James Sheehan KC of Essex Court, successfully arguing that summary judgment should be refused in an ongoing just-and-equitable winding up petition. The facts, in overview, were as follows.

The Petitioner, Koza Altin Isletmeleri A.S. (“Koza Altin”) is wholly owned by Koza Limited (“Koza”) except for one A ordinary share. The Second Respondent, Hamdi Akin Ipek (“Mr Ipek”), owned the A share. Mr Ipek was also Koza’s sole director. Under Koza’s Articles, the A share allowed Mr Ipek effectively to veto certain Koza shareholder actions, including the appointment and removal of directors and the taking of any step to wind up Koza.

In August 2024, Koza Altin presented a petition to wind up Koza on the just and equitable ground in section 122(1)(g) of the Insolvency Act, 1986. Koza Altin later applied for summary judgment on the petition.

This was, in the court’s words, an “entirely unusual” context for the just and equitable ground. There was “no deadlock at shareholder level” (because Koza Altin held all the voting rights) and “no deadlock at board level” (because Mr Ipek was the only director). Nonetheless, Koza Altin argued that winding up Koza would be just and equitable because, quoting from the judgment, “Koza Altin and Mr Ipek have been and continue to be unable to agree about the conduct of [Koza’s] affairs, with the result that the holder of all the economic rights in [Koza] does not have control of it, and the person who does have control of it has no material economic interest in it, has so far spent or caused it to spend most of its money, and is antagonistic towards the economic owner”.

Summary judgment was refused. The court accepted Jason and James’s arguments on behalf of Mr Ipek and reasoned that, despite Mr Ipek’s A share, Koza Altin retained a power under Article 4 of the Model Articles (which were incorporated) to “by special resolution, direct the directors to take, or refrain from taking, specified action”. Mr Ipek gave a conditional undertaking to accept the authority of Koza Altin’s directors to act on its behalf. In the court’s view, the combination of Koza Altin’s Article 4 power and Mr Ipek’s undertaking made it “difficult to accept the argument that there is a deadlock, since the deadlock on any point (other than the composition of the board of [Koza]) could be broken by a resolution passed under Article 4 (provided that it was a lawful resolution, and not patently one that was patently against the interests of the Company or one that would cut across the provisions of Article 26).”

Jason Mitchell appeared for Mr Ipek, led by James Sheehan KC of Essex Court.

Read the full judgment : Koza Altin İşletmeleri A.Ş v (1) Koza Ltd (2) Hamdi Akin Ipek [2025] EWHC 2304 (Ch)