This case concerned the transfer of 116 shares in WSA Construction Limited to a number of Mr Aliotta’s co-investors and to Mrs Aliotta in 2024 and 2025.
The transaction in 2024 related to a share reallocation, purportedly to implement the terms of a settlement agreement reached previously. The transaction in 2025 involved further transfers of shares in which Mr Aliotta received total benefits of over £430,000.
Prior to both transactions, ICS Europe had issued proceedings against Mr Aliotta and Aliotta Holdings for breaches of fiduciary duty and misappropriate, and misapplication of companies’ monies connected with overcharging for gum. That trial was listed for May 2026. ICS Europe then issued a further claim that Mr Aliotta had acted to put assets beyond their reach in the event the claim succeeded.
The claim in part succeeded. The court decided Mr Aliotta was a curious witness who accepted he had forged a board minute to protect (in his own mind) the transferees of shares from legal proceedings. The court had little difficulty finding that purpose behind the 2024 transfers was so that those assets would not be available to ICS Europe if their claim succeeded. It also found there was no consideration for 2024 transfers.
The transfers in 2025 were less straightforward because Mr Aliotta received value for them. Although the court was satisfied the purpose of the transaction was to put the assets beyond the reach of ISC, s. 423 was only engaged if there was an undervalue, by which the amount received had to be “significantly less” than the consideration delivered. This element of the claim therefore failed.
This is a reminder that not only can s. 423 be a useful tool to a claimant outside of an insolvency process to the reverts the effects of frustration of enforcement, there are also two elements to the test - one, that there was an undervalue, and two, that the purpose of the transaction was to put assets beyond the reach of creditors.
Importers Service Corp and another v Aliotta and others [2026] EWHC 533 (Ch)
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