"IT IS HEREBY AGREED as follows:- 1) That the First Party agrees to sell to the Second Party 100,000 shares (100%) of World Duty Free Company Limited for a price of US$13,750,000 (Thirteen Million Seven Hundred and Fifty Thousand United States Dollars). 2) As a token of the Second Party's commitment of fulfilling his obligation, the Second Party has today paid Kshs. 90,000,000 (Ninety Million Kenya Shillings) equivalent to US$3,000,000 (Three Million US Dollars) receipt of which the First party hereby acknowledges. 3) Furthermore both parties have agreed to formalise a Sale/Purchase Agreement of the shares of World Duty Free Company Limited to be signed by both parties upon the First Party's arrival in Nairobi, Kenya in early April, 1992. 4) The First Party shall sign the Sale/Purchase Agreement on his own behalf and shall cause the agreement to be signed by DINKY INTERNATIONAL SA of WD – 3, Roundabout 3, P.O. Box 16892, United Arab Emirates as shareholder in World Duty Free Company Limited. 5) The First Party agrees to transfer his shares and will make Dinky International SA to transfer its shares to the Second Party within a period of twelve months from the date of signing the Sale/Purchase agreement. 6) It is also agreed between both parties that the exchange rate applicable would be Ksh. 30/= (Thirty Kenya Shillings) to a US Dollar. 7) The Second Party agrees that the First Party will remain as the Chairman and CEO of World Duty Free Company Limited up to 10.01.1994 when the Second Party will appoint his own directors and run the operations of World Duty Free Company Limited."
"WHEREAS (A) Nasir and Dinky as existing shareholders desire to sell and the Purchaser desires to purchase 100% of all issued and outstanding shares owned by Nasir and Dinky in the Company known as WORLD DUTY FREE COMPANY LIMITED a company incorporated in the Isle of Man with its registered office at Third Floor, Exchange House, 54-58 Athol Street, Douglas, Isle of Man and whose operational Head Office address is at P.O. Box 8222, Dubai, United Arab Emirates (hereinafter referred to as the "
"(d) An order directing the 1st and 2nd defendants to transfer all the 100% shares in the 3rd defendant to the plaintiff as per the said sale and purchase agreement, and possession of both the premises upon which the business is carried on in Nairobi and Mombasa and including the warehouses together with all the stock in trade and all moveable and fixed assets to the plaintiff. (e) An order that accounts be furnished to the plaintiff by the defendants of all income, profits and losses so far received and/or incurred by the defendants in respect of the Duty Free Complexes in Jomo Kenyatta International Airport Nairobi, Moi International Airport Mombasa and all the warehouse [sic] owned by the defendants from thirty first of December, 1993 to date. (f) An order that the Board of Management of the 3rd defendant do resign forthwith and the plaintiff be allowed to appoint his own Board of Management to run the affairs and operations of the 3rd defendant. (g) An order directing that the 1st defendant do forthwith surrender the title documents for L.R. No 209/10882/15 and L.R. No 209/10882/16, Nairobi to the Plaintiff on behalf of 3rd Defendant and that it be further ordered that the said parcels of Land be registered in the name of Kenya Duty Free Complex as their sole owner and that this court do direct the Commissioner of Lands to effect the necessary changes. (h) An order that the defendants do pay to the plaintiff all outstanding dividends and or emoluments from the thirty first of December, 1993 to date. (i) Costs of this suit."
"Having regard to the course this matter took, it is not necessary to analyse in any detail the nature and quality of evidence tendered [by] the three witnesses. I will accordingly confine myself to the following observations:- a) No evidence whatsoever was tendered to substantiate the allegations made in support of the counter-claim and consequently it must fail. b) The evidence tendered by the plaintiff's 3 witnesses have established, on a balance of probabilities, that the plaintiff and the 1st and 2nd defendants entered into the agreements referred to in the plaint for the purchase by the plaintiff of 100 % of the shares owned by the 1st and 2nd defendants in the 3rd defendant at an agreed purchase price of$13,750,000 and that the plaintiff performed his part of the agreement by paying the purchase price in full. I also find that the two warehouses claimed as part of the assets of the 3rd defendant were indeed the property of the 3rd defendant. Consequently their purported transfer to the 1st defendant subsequent to the payment of the full purchase price was a fraud by the 1st defendant upon the plaintiff. On the basis of the above findings and conclusions I make the following orders:- a) The defendants counter claim be dismissed with costs. b) Judgment be entered in favour of the plaintiff against the defendants jointly and severally as prayed in paragraphs (d), (e), (g) and (h) of the Plaint. c) The defendants will jointly and severally bear the plaintiff's costs of this suit."
"IT IS ORDERED 1. THAT the defendants counter-claim be and is hereby dismissed with costs. 2. THAT the 1 st and 2 nd defendants do transfer all the 100% shares in the 3 rd defendant to the plaintiff as per the said sale and purchase agreement and possession of both the premises upon which the business is carried on in Nairobi and Mombasa and including the warehouse (sic) together with all the stock in trade and all moveable and fixed assets to the plaintiff. 3. THAT an order be and is hereby made that the defendants do jointly and severally furnish accounts to the plaintiff of all incomes profits and losses so far received and/or incurred by the defendants in respect of the Duty Free Complex in Jomo Kenyatta International Airport Nairobi, Moi International Airport Mombasa and all the warehouses owned by the defendants from thirty first December, 1993 to date. 4. THAT it is ordered that the Board of Management of the 3 rd defendant do resign forthwith and the plaintiff be and is hereby allowed to appoint his own Board of Management to run the affairs and operations of the 3 rd defendant. 5. THAT an order be and is hereby made directing the 1 st defendant to forthwith surrender the title documents for L.R. No 209/10882/15 and L.R. No 209/10882/16 Nairobi to the plaintiff on behalf of the 3 rd defendant and that it is further ordered that the said parcels of Land be registered in the name of Kenya Duty Free Complex as their sole owner and that it is directed that the Commissioner of lands do effect the necessary changes. 6. THAT it is ordered that the defendants do pay to the plaintiff all the outstanding divides [sic] and or emoluments from the thirty first of December, 1993 to date. 7. THAT the defendants do jointly and severally pay the plaintiff the costs of this suit to be taxed and certified ….."
"Rule 40—(1) A court of a foreign country has jurisdiction to give a judgment in rem capable of enforcement or recognition in England if the subject-matter of the proceedings wherein that judgment was given was immovable or movable property which was at the time of the proceedings situate in that country. (2) A court of a foreign country has no jurisdiction to adjudicate upon the title to, or the right to possession of, any immovable situate outside that country. "
"35. I find that the judgment is a judgment in rem . By paragraph 2 of the Order, made in proceedings to which the Company was party, the learned judge ordered that Mr Ali and Dinky International transfer "all the 100% shares" in the Company to Mr Pattni in accordance with the Agreement. Such part of the Order determines judicially the property, that is the legal, and beneficial ownership, in the shares in the Company to Mr Pattni. To put it another way, the Judgment vests the property in the shares to Mr Pattni. Whilst I accept that a further step requires to be taken to rectify the Register of Members, such part of the Order clearly purports to pass legal and beneficial ownership in the shares to Mr Pattni. This part of the Order is not as suggested a declaratory order, it purports to pass property in the shares to Mr Pattni."
"30. We have no doubt that in his judgment Mbaluto J was not merely finding that a sale and purchase agreement had been made between the parties, defining its terms and upholding that there was a breach, but that he was purporting to transfer at least the beneficial ownership in the shares in the Company to the Appellant. In such circumstances we reject Mr Mann's submission. We reach this conclusion because in our judgment what the judge ordered was only consistent with him having determined that the ownership of Mr Ali and Dinky's shares in the Company now vested in the Appellant and is inconsistent with Mr Mann's concession that further legal formalities in the Isle of Man would need to take place before ownership passed to the Appellant. It was on that basis that the judge directed a transfer of shares in the Company, ordered the production of profit and loss accounts, required the Company's Board of Management to resign and declared that the Appellant be allowed to appoint his own Board of Management to run the affairs and operations of the Company, and ordered the payment of all outstanding dividends and emoluments. Such matters went far beyond a declaration that the Appellant was entitled to performance of the terms of the sale and purchase agreement which the judge had found was made. It follows that we entirely agree with the learned Deemster's analysis of the position as set out in paragraphs 35 to 38 of his judgment."
"14.100. ….. A judgment in rem is a judgment whereunder either (1) possession or property in a thing is adjudged to a person, or (2) the sale of a thing is decreed in satisfaction of a claim against the thing itself. The term is used also to describe (3) an adjudication as to status such as a decree of nullity or dissolution or marriage, and (4) a judgment ordering property to be sold by way of administration in bankruptcy or on death. …. The question whether a foreign judgment is in personam or in rem is sometimes a difficult one on which English judges have been divided in opinion. But unless the foreign judgment claims to operate in rem , it cannot be recognised in England as a judgment in rem ."
"A judgment in personam binds only the parties to the proceedings as distinguished from one in rem which fixes the status of the matter in litigation once for all, and concludes all persons"
"A judgment in rem is an adjudication pronounced upon the status of some particular subject-matter by a tribunal having competent authority for that purpose. Such an adjudication being a solemn declaration from the proper and accredited quarter that the status of the thing adjudicated upon is as declared, it precludes all persons from saying that the status of the thing or person adjudicated upon was not such as declared by the adjudication. Thus the court having in certain cases a right to condemn goods, its judgment is conclusive against all the world that the goods so declared were liable to seizure. So a declaration of legitimacy is in effect a judgment in rem . A judgment of divorce pronounced by a foreign court is in certain cases recognised by English courts, and is then a judgment in rem . .... Judgments in personam are those which bind only those who are parties or privies to them; as in an ordinary action of contract or tort, where a judgment given against A cannot be binding on B unless he or someone under whom he claims was party to it"