Serving Up Justice: Using the Companies Act for Effective Service of Registration of a Isle of Man Judgment

In the recent case of FJ 118/24 Shafe Buksh -v- (1) Habib Bush (2) Omar Bush (also known as Oliver Bush) the team at Ronald Fletcher Baker (RFB Legal) encountered a challenge familiar to many legal professionals: the difficulty of serving legal documents on individuals who have a history of evading service. 

The case involved the registration and enforcement of an Isle of Man judgment, and the defendants had previously proven elusive. The team found success by utilizing a novel approach: employing Section 1140 of the Companies Act 2006 to effect service by post of a Registration order.

Background

Following highly fraught proceeding in the Isle of Man, on 29 May 2024 Judgment was delivered by His Honour Deemster Gough (“the Judgment”). The underlying proceedings relate to the Claimant, Shafe Buksh (“Shafe”), who claimed successfully that the issued shares in a company known as Apple Properties Limited (“APL”) are held on trust for him and his elder brother, the First Defendant, Habib Bush (“Habib”) in equal shares absolutely. The Claimants other legal claims sought declarations that Shafe has a one-half beneficial interest in the shares of APL. The Claimants were successful in their claims and obtained a substantial cost order. As part of the Judgement, His Honour Deemster Gough made very serious findings of dishonesty against the Defendants, going as far as concluding:

“278. I have to say that I have never come across a case where defendants supported by family members have colluded to invent a narrative designed solely to defeat a claim and which narrative I find, almost in its entirety, to be false. In the remarkable circumstances of this case I have no alternative other than to refer this judgment to HM Attorney General so that he may consider whether the evidence of the Bush Defendants and Adam needs to be investigated further.”

Following success in the Isle of Man, the Applicants sought to serve the Defendants with the relevant order by personal service on 15 July, 22 July and 28 July 2024. Service was not effective, however the Defendants received the relevant orders as evidenced by the fact that they lodged an unsuccessful appeal against the decisions. 

The Application for Registration

The team at RFB Legal successfully obtained registration of the Judgment in the UK, with Master Eastman registering the same on 19 November 2024 under s.2 of the Foreign Judgments (Reciprocal Enforcement) Act 1933(“the 1933 Act”) (“the Registration Order”).

As provided by CPR 74.6, the Registration Order must be served on the Defendants; the Defendants then have 28 days therefrom to apply to set aside the Registration Order on any of the grounds contained in s.4 of the 1933 Act. No steps can be taken towards enforcement until the 28 days have passed, so it is vital that Registration Order is properly served. 

Personal service of the Registration Order was no doubt going to be challenging given the previous attempts at personal service combined with the findings of His Honour Deemster Gough. 

Consideration was given to CPR 74.6 as to service of the Registration Order and application. That section provides that service can be effected in one of three ways:

(a) by delivering it to the judgment debtor personally;

(b) by any of the methods of service permitted under the Companies Act 2006; or

(c) in such other manner as the court may direct.”

Section 1140 of the Companies Act 2006 provides, so far as relevant, that:

(1) A document may be served on a person to whom this section applies by leaving it at, or sending it by post to, the person’s registered address.

(2)  This section applies to–

(a)  a director or secretary of a company…

(3)  This section applies whatever the purpose of the document in question. It is not restricted to service for purposes arising out of or in connection with the appointment or position mentioned in subsection (2) or in connection with the company concerned.

(4)  For the purposes of this section a person’s “registered address”  means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection.”

The Defendants addresses for service as directors and secretaries of various companies appeared on companies’ house. 

The Defendants were accordingly served at their address by post with the Registration Order, resulting in the Claimants being able to enforce the Judgment. 

By Application dated 17 January 2025, the Defendants sought to set aside the Registration order, confirming that they had received the Order by post but challenging the validity of service alleging that it ought to have been served personally. 

The Application Judgment

The matter appeared before Deputy Master Fine on 14 February 2025. The Judge found that service by post was effective pursuant to CPR Rule 74.6(1)(b) and the Companies Act 2006, s.1140. The Court relied on the decision of Master Marsh in  Key Homes Bradford Ltd v Patel [2015] 1 BCLC 402.

In that case the commenting on Section 1140 of the Companies Act, the judge noted that :

“25….Section 1140 in my judgment provides a basis for serving a director which is entirely outside the provisions for service in the CPR. It is a parallel code… A new regime for service of documents on directors was introduced and was intended to have a wide effect.” 

“26. My conclusions in relation to section 1140 are that it does indeed provide a new set of provisions which are of broad effect. A director who is resident abroad is entitled to provide an address outside the jurisdiction and, if he does so, permission to serve out of the jurisdiction must be obtained before service can be effected. However, whether he is normally resident outside the jurisdiction or not, if he provides an address for service that is within the jurisdiction then he may be served at that address… Parliament plainly intended to institute a revised system that places some importance on the service address being kept up-to-date.”

Deputy Master fine found that in any event, if there had been a technical defect with service, it is something she would have cured under CPR 3.10. The Defendants application was dismissed with costs. 

Conclusion

When faced with registration and enforcement of foreign judgments, it is not unusual for one of more of the Defendants to also have companies within jurisdiction. Section 1140 of the Companies act serves as a useful gateway into service in difficult situations. Given that the provision was intended to have “a wide effect” it is crucial that directors ensure that their addresses for service are kept up to date and that those advising individuals and companies are aware of the full implications of the act in relation to service. 

The Team at Ronald Fletcher Baker consisted of Senior Litigation Partner Rudi Ramdarshan, Associate Solicitor Harry Medway and Trainee Solicitor Benjamin Rimell.

Counsel Mark Hubbard of New Square chambers represented the Claimant.