Mohammed Munim & Anor v Hazifur Rahman & Ors

A share transfer is effective where the transferor executed the share transfer form, even if the surrounding agreement is disputed. A person seeking registration under section 125 of the Companies Act 2006 must show wrongful denial of registration. Employment status depends on the substance of the relationship, including mutuality of obligation and control; invoicing and the absence of PAYE arrangements are relevant but not conclusive. Joint authorship requires collaboration, significant authorial contribution, non-distinct contributions and the expression of each contributor’s intellectual creation. Copyright in an artistic work made by an employee in the course of employment ordinarily belongs initially to the employer.

The proceedings concerned a shareholder petition and copyright claims arising from the operation of Le Chef plc and its associated awards business, ARTA. Mr Rahman and Mr Ahmed alleged that shares had been transferred to Mr Munim without authority and sought relief under section 994 of the Companies Act 2006. Mr Rahman also claimed copyright in the ARTA logo, award trophies and a related logo, asserting that their subsequent use infringed his rights.

The court determined whether the disputed share transfer forms had been executed, whether Mr Ahmed had been wrongfully denied registration, whether Mr Rahman was an employee, whether the logo was a work of joint authorship, and who owned copyright in the logo and trophies.

1. Share transfers. Mr Rahman had signed the disputed transfer forms. Mr Ahmed had signed them, or they had been signed on his behalf with his authority. The registrations were therefore not wrongful. Mr Ahmed could not obtain registration under section 125 of the Companies Act 2006. The petition consequently failed.
2. Directors’ duty. In registering the transfers, Mr Munim was acting in the way he considered, in good faith, most likely to promote Le Chef’s success for the benefit of its members as a whole, as required by section 172 of the Companies Act 2006.
3. Employment status. Despite monthly invoicing and the absence of PAYE deductions, the regular payment for Mr Rahman’s work, together with mutuality of obligation and control by Le Chef, established a contract of employment. The court applied the approach in Ready Mixed Concrete (South East) Ltd v Minister for Pensions and National Insurance [1968] 2 QB 497.
4. Authorship. The ARTA logo resulted from collaboration between Mr Munim, Mr Rahman and Mr Noor. Each made a significant authorial contribution expressing that person’s intellectual creation, the contributions were not distinct, and the labour of working out the design was shared. The court applied the principles summarised in Kogan v Martin [2019] EWCA Civ 1645, including the relevance of the Infopaq test.
5. Ownership and infringement. Mr Rahman’s contribution was made in the course of his employment. Under sections 11 and 215 of the Copyright, Designs and Patents Act 1988, copyright and design rights vested in Le Chef. The logo and trophies had been created for and paid for by Le Chef and used to promote its interests. Le Chef’s permitted use of them, and creation of the second logo, therefore did not infringe Mr Rahman’s rights.
6. The petition and copyright claims failed. Consequential matters were to be agreed or determined on written submissions. There was no order as to the specific costs of the abandoned strike-out application.