Zavarco plc v Nasir

Subject Matter

DEBT — Cause of action — Merger in judgment — Court granting declaration that shares allotted to defendant unpaid for — Company exercising right to forfeit shares — Defendant remaining liable under articles of association to pay for shares — Company bringing claim in debt to recover sum payable — Whether company’s cause of action in debt extinguished by declaratory judgment — Whether doctrine of merger capable of applying to declarations

[2020] EWHC 629 (Ch); [2020] Ch 651; [2020] 3 WLR 98; [2020] WLR(D) 236, Ch D

DEBT — Cause of action — Merger in judgment — Court granting declaration that shares allotted to defendant unpaid for — Company bringing claim in debt to recover sum payable — Whether company’s cause of action in debt extinguished by merging in declaration — Whether doctrine of merger capable of applying to declarations

[2021] EWCA Civ 1217; [2022] Ch 105; [2022] 2 WLR 261; [2022] 2 All ER 388; [2021] WLR(D) 440; The Times, 28 October 2021, CA

JUDGMENT — Doctrine of merger — Declaratory judgment — Court granting claimant’s application for declaration that shares allotted to defendant unpaid for — Claimant bringing claim in debt to recover sum payable — Whether claimant’s cause of action in debt extinguished by merging in declaration — Whether doctrine of merger capable of applying to declarations — Civil Jurisdiction and Judgments Act 1982 (c 27), s 34

[2025] UKSC 5; [2025] AC 738; [2025] 2 WLR 340; [2025] 3 All ER 1; [2025] WLR(D) 105, SC(E)

Appellate History