TATIANA BOYA vs. MARIO DE CATALDO AND COTTAGE ITALIA INDUSTRIES LTD

The Plaintiff, Tatiana Boya, claimed to be the Managing Director, majority shareholder, and registered secretary of Cottage Italia Industries Ltd (2nd Defendant). She alleged that the 1st Defendant, Mario De Cataldo, transferred majority shares to her via deeds of transfer in 2006 and 2010, making her majority shareholder. Despite this, the 1st Defendant allegedly siphoned company funds to Italy and threatened to dispose of company assets unilaterally. The Plaintiff sought declarations of beneficial interest, specific performance, remuneration, accounts, and injunctions against unilateral dealings by the 1st Defendant. The 1st Defendant denied the claims, alleging the share transfers were a facade for immigration purposes and that the Plaintiff held shares in trust without beneficial interest. He counterclaimed for declarations of fraud, reversal of share transfers, and injunctions against the Plaintiff.

JUDGMENT KULENDI JSC: INTRODUCTION For the purposes of convenience, the parties in this Appeal shall retain their original designations as Plaintiff, 1st Defendant and 2nd Defendant, as the case may be. The instant appeal is at the instance of the Plaintiff. The Plaintiff is contesting the concurrent judgment of the Court of Appeal dated 30th September, 2013 by which the learned Justices of the Court of Appeal upheld a judgment of the High Court which dismissed the Plaintiff’s claim of beneficial interest as a shareholder in the 2nd Defendant. BACKGROUND The antecedent contention which necessitated the disputations before the High Court and as can be gleaned from the respective pleadings of the parties are as follows: The Plaintiff by an Amended Writ of Summons and Statement of Claim filed on the 25th January, 2013 averred that she is the Managing Director, majority shareholder and the registered secretary to the board of directors of the 2nd Defendant Company. She contend.....