Court of Appeal upholds denial of injunction in Yodel ownership dispute

The Court of Appeal's decision in Yodel Delivery Network Limited v Jacob Corlett & Ors [2025] EWCA Civ 1108 provides significant guidance on injunctive relief in corporate ownership disputes, particularly where business continuity intersects with contested share entitlements.

The case emerged from Yodel's precarious financial position following losses exceeding £171 million in 2022. After the Barclay brothers' ownership ended, YDLGP Limited, controlled by Jacob Corlett, acquired Yodel's share capital for £1. The dispute centred on claims by Shift Global Holdings Limited and Corja Holdings Limited, who asserted entitlement to substantial Yodel shareholdings based on a warrant instrument dated June 2024.

Yodel contested these claims, arguing that even if valid, the warrant instrument had lapsed before exercise. This fundamental disagreement over share ownership formed the backdrop to urgent applications for injunctive relief as Yodel pursued critical business transformation measures.

Initial injunction refusal

Shift and Corja sought to restrain Yodel's planned restructuring, essential for stabilising operations and preventing further losses. Mr David Mohyuddin KC denied the injunction at first instance, finding the defendants had failed to establish a serious issue to be tried and that damages would constitute adequate remedy.

The defendants' appeal focused on challenging this assessment, particularly the adequacy of damages and the proper application of balance of convenience principles in corporate restructuring scenarios. The Court of Appeal's analysis examined whether monetary compensation could adequately address potential losses from disputed share ownership.

Court of Appeal analysis

The appellate court scrutinised the economic implications of granting injunctive relief. The judges recognised that preventing Yodel's business transformation would perpetuate ongoing financial losses whilst the underlying ownership dispute remained unresolved. This analysis proved crucial in determining whether traditional injunctive principles applied in circumstances where business viability hung in the balance.

The court noted InPost's position as Yodel's new majority stakeholder, providing ongoing financial support. This factor influenced the assessment of whether Shift and Corja would face irrecoverable losses should their claims ultimately succeed but the injunction be refused. The judges concluded that monetary damages would adequately compensate any proven entitlement without creating irreparable harm.

Conversely, the risk to Yodel from being enjoined appeared substantial. The direct relationship between operational continuity, mounting losses, and corporate viability created a compelling case against injunctive interference. The court expressed particular concern that granting relief could precipitate asset depletion and potential corporate collapse.

Balance of convenience determination

The Court of Appeal's reasoning emphasised the comprehensive economic landscape surrounding the dispute. The judges found no substantial basis for concluding that Shift and Corja would be unable to recover appropriate damages should their ownership claims succeed. This finding proved decisive in rejecting the appeal.

The likelihood of Yodel facing disproportionate financial consequences from being restrained during restructuring ultimately tipped the balance of convenience decisively in the company's favour. The court recognised that preserving operational integrity whilst ownership disputes proceeded represented the most equitable approach.

The judgement reinforces established principles requiring careful judicial assessment of competing commercial interests in corporate disputes. The decision demonstrates how courts balance protecting disputed proprietary rights against preserving business continuity where corporate survival remains uncertain.

This approach reflects broader judicial reluctance to grant injunctions that could precipitate corporate failure whilst underlying disputes await resolution. The Court of Appeal's analysis provides valuable precedent for similar cases where ownership disputes intersect with urgent commercial necessities, emphasising that remedial adequacy must be assessed within the specific economic context of each corporate restructuring scenario.