Sofia Zhevago & Ors v Francombe Ventures Limited & Ors

A court may determine beneficial ownership on the balance of probabilities from documentary and circumstantial evidence, including evidence of nominee arrangements, even where relevant formal documents are incomplete. A declaration of trust which assumes an existing equitable interest may evidence continuation of an existing trust without itself transferring ownership. Declaratory relief should generally be refused where persons with potentially independent equitable or purchaser defences are absent and their arguments have not been advanced. Final relief may nevertheless be granted on a stated legal footing without making a formal declaration. Where ownership has been established, injunctive and consequential relief may be granted against parties whose positions have been fully addressed, including orders requiring delivery of company authentication codes and removal of unauthorised filings.

The claim concerned the ownership and control of Francombe Ventures Ltd and two Osnova limited liability partnerships. The claimants alleged that Konstantin Zhevago had been their beneficial owner through nominee shareholders, directors and members, and that later transfers vested the interests in Sofia and Ivan Zhevago. The Stepchenko defendants alleged that the arrangements reflected absolute ownership or that Mr Zhevago had transferred his interest under an oral agreement.

The court considered the evidential effect of declarations of trust, contemporaneous documents, hearsay evidence and witness credibility. It also considered whether formal declarations could be made where several defendants had not advanced a defence, and what consequential injunctions and orders should follow.

1. Ownership. Mr Zhevago was the original beneficial owner of FVL and the Osnova Entities. The Lambert Declaration showed that Lambert continued to hold FVL on trust for him. The documentary and circumstantial evidence established that the registered holders of the Osnova Entities acted as nominees, notwithstanding gaps in the documentary record.
2. Transfers. The 2022 FVL Declaration and the Osnova Declaration did not themselves effect transfers to Sofia or Ivan Zhevago. They assumed that the relevant beneficial interests had already been transferred and were incomplete or unsigned. The alleged Contested FVL Agreement was fabricated and had never been entered into.
3. February 2026 Transfers. The defendants accepted that the transfers were effective if Mr Zhevago retained the relevant beneficial interests. The court accepted that conclusion. The possible effect of the NBU Freezing Order was not fully argued or tested, and the judgment did not determine whether it had been breached.
4. Declarations. Formal declarations as to ownership were refused where absent parties, particularly Mr Rodivilov, Mr Berezovenko and Mr Kuznetsov, might have advanced independent bona fide purchaser or other equitable arguments. The principles in Bank of New York Mellon v Essar Steel India Ltd and Rolls Royce plc v Unite the Union required caution where all affected interests had not been presented.
5. Other relief. The court declared the POAs invalid and of no effect. It granted final injunctions on the footing that Sofia was beneficial owner of FVL and Ivan was beneficial owner of the Osnova Entities, ordered delivery of the Companies House authentication codes, and directed consequential steps concerning the Contested Filings.