Latter Rain Outpouring Project Limited v Creswell Lindsay Green & Ors

An interim injunction must serve a substantive claim and should preserve the position pending trial. The court should not grant interim declarations which finally determine substantive company-law rights unless there is a high degree of assurance that the applicant is entitled to them. The American Cyanamid principles may assist where an interim declaration performs an injunction-like function, but they do not justify deciding final legal questions summarily.

Where control of a company depends on disputed membership and directorship, the appropriate course may be a preliminary issue trial. The court may call a general meeting under section 306 of the Companies Act 2006 where it is impracticable to hold an undisputedly lawful meeting, but that power is procedural and cannot resolve substantive voting rights or break an agreed deadlock.

The applicant company sought interim declarations and injunctions concerning the alleged removal and appointment of directors, control of the company, charges granted over its property, a secured loan, and the alleged diversion of company funds. The underlying Part 7 claim remained in draft and had not been issued or served.

The respondents disputed the validity of the alleged July 2025 members’ meeting and the applicant’s authority to litigate. The central dispute concerned the identity of the company’s members, the effect of its articles, and consequently who had power to appoint or remove directors and authorise proceedings. The court also considered enforcement of earlier disclosure undertakings and whether to order a meeting under section 306 of the Companies Act 2006.

1. Interim injunction application dismissed. Although there was a serious issue to be tried concerning the respondents’ conduct and the validity of the July 2025 meeting, the main claim had not been issued or served and the applicant had not prosecuted it urgently. Interim relief had to remain ancillary to a substantive claim.
2. The requested declarations concerning membership, directorship and rectification were final in substance. Applying the principles summarised in Lenovo Group Ltd v Interdigital Technology Corp [2024] EWHC 596 (Ch), the court should be cautious about interim declarations determining substantive legal rights. A high degree of assurance would be required, which was absent. The balance of convenience also favoured refusal.
3. The court could not order removal or invalidation of the Charles St charges without Charles St being joined and heard. The proposed order concerning repayment of £150,000 could not be made against the construction company, which had not been given notice and might have substantive and restitutionary arguments.
4. The appropriate case-management course was a preliminary issue trial addressing membership, the construction of article 12, and, if necessary, the validity of appointments, removals and meetings. The claim form was ordered to be issued and served.
5. Section 306 of the Companies Act 2006 permits the court to call a meeting where it is impracticable to convene or conduct a lawful meeting. The power is procedural. It cannot alter substantive voting rights or break a voting deadlock. The court therefore declined to order a meeting because the membership dispute had first to be resolved.
6. The enforcement application succeeded in part. No unless order was made, but the respondents were ordered to provide specified bank statements, cheque stubs, documents concerning expenditure or transfer of the Charles St loan proceeds, and a witness statement explaining those payments. Existing undertakings were continued. Costs were reserved.