Brothers' £4 Million Property Feud Leads to Failed Winding-Up Bid

Two brothers have spent years fighting over an Isle of Man company that owns more than £4 million worth of London rental properties. The High Court has now refused to wind the company up, ruling that Habib, who controlled the petitioner, was the one who broke it in the first place.

The feud. Habib and Shafe are brothers who each ended up controlling one share in Apple Properties. For years, Habib insisted Shafe had no real stake in the company at all. Shafe disagreed and took him to court in the Isle of Man. The case went to trial in 2024, and the judge there sided completely with Shafe. Acting Deemster Gough confirmed that Shafe beneficially owned Lake's share and that Shafe and Omar were the company's two duly appointed directors. He found that Habib's defence had been "totally manufactured" and supported by his sons Adam and Omar with untrue evidence, and said he would refer the matter to the Isle of Man's Attorney General. The court also issued injunctions against Habib and Omar, and ordered them to pay Shafe £250,000 toward his legal costs. They never paid it.

The company falls apart. After the ruling, Shafe sought the financial information he needed to participate in the company's management, but Habib and Omar failed to provide key records required by the Isle of Man order. No board meetings were held, and Apple Properties' bank account was frozen in August 2024. Meanwhile, a separate company controlled by Habib, Century 22, continued managing the properties and collecting the rent into its own account, but Apple Properties itself could not use its bank account or make important corporate decisions.

Habib's move. Rather than resolve the deadlock, Habib had his own company, Holdco, file a petition in the English courts asking to have Apple Properties wound up entirely. His argument: the company was paralysed, nobody could agree on anything, and winding it up was the only way to unlock the value in the properties for everyone.

Shafe's side pushed back. They argued the deadlock was Habib's own doing, not something that had just happened to the company. And once the company's bank statements finally came to light, it was clear why. The account had held roughly £460,000. By the time Shafe could act, only about £1,000 was left. Habib admitted he'd used company money, £436,462.86 of it, to pay his and Omar's legal bills defending the very case they'd been found to have lied about. Another £128,385.55 had gone to Century 22, and rental income had quietly been redirected there since 2022, without Shafe's knowledge or consent.

What the judge decided. The judge agreed the company really was deadlocked, and that in an ordinary case, that alone might justify winding it up. But he found Habib was the sole cause of that deadlock, and that someone who caused the problem can't then use the courts to force a solution that suits them. He called Habib's conduct "beyond the pale," noting Habib had found money to bring this petition but not to pay what he already owed Shafe.

The judge also worried about what winding the company up would actually do. Because Apple Properties is incorporated in the Isle of Man, winding it up in England could get in the way of other claims Shafe might still want to bring there, and would leave him with far less power to demand information than he currently has under the existing Isle of Man court orders. He also rejected a proposed conditional or suspended order requiring an accounting for the missing money and rental profits. The judge found it unworkable because some of the money was said to be incapable of repayment, any accounting from Century 22 would probably be disputed, and the company could remain in limbo while compliance was contested.

Outcome. The petition was dismissed. The judge noted that if the company were wound up now, a liquidator would be left with no cash to work with and would likely face active resistance from Habib and Omar in trying to recover what's missing. The judge said he would hear counsel on costs and other consequential matters.

Charles Russell Speechlys acted for Holdco. Ronald Fletcher Baker acted for Lake Limited, representing Shafe's interest.

Case: APL Holdco Ltd v Apple Properties Ltd [2026] EWHC 2245 (Ch), decided on 1 September 2026.