Energenics Holdings Pte Ltd and another v Hazarika

Contract – Breach of contract. The claimants alleged that the defendant had, at the relevant time, acted as the de facto director of the second claimant company (NL), in which he had shares. The first claimant brought a claim against the defendant for damages for breach of contract, contending that the defendant had failed to transfer shares in NL which he had sold to it within the time specified in two agreements. NL brought a claim, contending that the defendant had acted in breach of his fiduciary duty to NL. The Chancery Division, in dismissing the claims, held that, whilst the first claimant had established a breach of contract by the defendant in failing to transfer the shares in NL on or after the relevant date, it had failed to establish the loss it claimed to have been caused by that breach. Further, NL had failed to prove that the defendant had been a de facto director of NL during the relevant period and, accordingly, the claims had to fail.

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