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United Kingdom
UK Supreme Court: declaratory judgments do not merge; merger applies only to coercive judgments for money or property (Nasir v Zavarco plc [2025] UKSC 5)
Published on: 19 February 2025
Published by a LexisNexis Dispute Resolution expertLegal News
Article summary
Nasir v Zavarco Plc [2025] UKSC 5 Background
The respondent, Zavarco, allotted a substantial block of shares to the appellant, Nasir. A quarrel followed over whether Nasir had to pay cash or could satisfy the price by transferring shares in a different company. Zavarco issued proceedings (the ‘2016 Claim’). The judge found for Zavarco, declaring that Nasir’s shares were unpaid and that, under Zavarco’s articles of association, the company could forfeit them. Zavarco then exercised that power and forfeited the shares. Under the articles, Nasir remained bound to pay for the shares, so Zavarco commenced a second action (the ‘2018 Claim’) to recover the consideration. That claim was dismissed: the chief master held that Zavarco’s cause of action in the second suit had merged into the judge’s earlier declarations and was thereby extinguished. In the chief master’s view, the prior judgment absorbed the claim, leaving nothing further to sue upon, and so the monetary demand could not proceed. Zavarco appealed. The appeal judge allowed it, concluding that while, in principle, the merger doctrine could extend to declaratory relief, on these facts it did not operate to eliminate Zavarco’s accrued right to payment for the shares...
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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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