Mohammed Munim & Anor v Hazifur Rahman & Ors

The Court determined two linked disputes: a petition under section 994(1) of the Companies Act 2006 challenging the registration of share transfers, and copyright/design claims under the Copyright, Designs and Patents Act 1988 relating to the ARTA logo and trophies. The judge found on the balance of probabilities that the challenged share transfer forms were signed (or signed on behalf of) the two original participants and that registration of the transfers was not unfairly prejudicial. The court also found that the relevant graphic and trophy designs were produced for and paid for by Le Chef and that the principal contributor, Mr Rahman, provided his contributions in the course of employment so that copyright vested in the employer under section 11 of the 1988 Act. The judge applied the employment test from Ready Mixed Concrete and the joint authorship principles summarised in Kogan v Martin when assessing the creative contributions.

Background and parties: The dispute concerns Le Chef plc and its initial shareholders, Mr Munim, Mr Rahman and Mr Ahmed, and related companies including ARTA. The petition under section 994(1) alleged that share transfers dated October 2014 were unauthorised and that registration prejudiced the petitioners. Separate proceedings alleged that Mr Rahman owned copyright and design rights in the ARTA logo and trophies and that their use by Mr Munim/ARTA amounted to infringement.

Nature of relief sought: The petition sought relief under section 994(1) of the Companies Act 2006 (unfair prejudice) and an order to set aside or remedy the share transfers; the intellectual property claim sought declarations of ownership and relief for infringement of copyright/design rights in the ARTA logo and trophies.

Issues framed by the court:

• whether the share transfer forms were genuinely signed or authorised by Mr Rahman and Mr Ahmed;
• whether the transfers, once registered, were wrongful or unfairly prejudicial under section 994(1);
• whether Mr Rahman was an employee of Le Chef such that copyright in the logo and trophies vested in the employer under section 11 of the 1988 Act;
• whether the logo/trophy were works of joint authorship and whether any contribution by Mr Rahman gave rise to enforceable IP rights against Le Chef/ARTA.

Reasoning and findings: The court accepted handwriting expert evidence and surrounding documentary and witness evidence to conclude that Mr Rahman had signed transfer and company documents and that Mr Ahmed had signed (or authorised signing) the transfer in the circumstances described. The judge found it probable that Mr Munim registered the transfers in good faith and for the benefit of Le Chef and that the petitioners had not demonstrated wrongful denial of registration under section 125. On employment and copyright, the judge found that Mr Rahman had signed an employment contract and that, applying the Ready Mixed Concrete test, the working relationship showed mutuality of obligation and control consistent with employment. The ARTA logo and trophies were found to be collaborative creations with significant contributions from Mr Munim, Mr Rahman and third parties; contributions were not distinct and were made in the course of employment or for Le Chef's benefit, so copyright vested in Le Chef under section 11 and related provisions of the 1988 Act. The court dismissed the petition and the IP claims. The judge also made a costs decision on a discrete strike-out application, ordering no specific costs in respect of it.

The petition under section 994(1) and the copyright/design claims fail. The court found that the share transfer forms were signed or authorised and that registration of the transfers was not unfairly prejudicial. The court further found that the ARTA logo and trophies were created for and paid for by Le Chef, with material contributions by Mr Rahman made in the course of employment so that copyright vested in Le Chef; accordingly, Mr Rahman’s IP claims fail. The judge gave reasons based on assessment of documentary, expert and witness evidence and the application of statutory tests for employment and joint authorship.