TRG Saga: US Court Hands Victory to Zia Chishti
MG News | July 02, 2026 at 09:03 PM GMT+05:00
July 2, 2026 (MLN): TRG Pakistan Limited's (PSX: TRG) former
CEO Zia Chishti has won the latest round in his protracted legal battle with
the company, after the US District Court for the Southern District of New York
(SDNY) denied a motion by The Resource Group International Limited (TRGI) and
its affiliates to enjoin litigation he has pursued in Pakistan.
In an Order dated July 1, 2026, Judge Louis L. Stanton ruled that Resource Group, comprising TRGI, Mohammed Khaishgi, Hasnain Aslam and TRG Pakistan Limited (TRG-P), collectively "Resource Group", did not meet the threshold legal requirements for an anti-suit injunction against Chishti's Pakistan lawsuits and denied the motion in full.
Background of the dispute
This ruling was in response to
TRG Pakistan’s present Chairman Mohammed Khaishgi and present CEO Hasnain Aslam
seeking to halt Chishti from pursuing a contempt petition in the Supreme Court
of Pakistan by asserting in the U.S. court that the contempt petition was
barred under Zia Chishti’s release agreement.
Zia Chishti brought the contempt petition to enforce the May
11, 2026 orders of the Supreme Court of Pakistan in CPLA 872-K of 2025, CPLA
873-K of 2025, and CPLA 2543 of 2025.
In these orders the Supreme Court
upheld the decision of the Sindh High Court in JCM 12 of 2025, which required TRG
Pakistan to immediately hold board elections that became overdue in January
2025, and required TRG Pakistan’s affiliate Greentree to return to TRG Pakistan
shares it had acquired in TRG Pakistan with TRG Pakistan’s own funds.
The Sindh High Court had ruled that
this conduct was fraudulent and done collusively between TRG Pakistan and its
affiliates TRG International and Greentree, and that it was performed under the
direction of the board of TRG Pakistan.
On June 4, 2026, Zia Chishti filed a criminal contempt
petition in Pakistan seeking to enforce that order. Days later, on June 9,
Resource Group asked the SDNY to enjoin both the JCM 12 petition and the
contempt proceeding, arguing they were based on "Released Claims"
under a Release Agreement Chishti signed on January 10, 2022, the same
agreement the court had earlier found barred a broad set of claims dating from
"the beginning of time" through that date, when Chishti received over
$60 million from TRG International in a redemption transaction.
The SDNY issued a temporary restraining order on June 10 and
directed supplemental briefing before ruling on the merits.
As TRG-P disclosed to the PSX on June 12, that restraining
order, which barred Chishti from pursuing litigation in any forum based on the
Released Claims, was explicitly time-bound, set to remain in effect only
until July 1, 2026.
While the SDNY has issued its July 1, 2026 Order, TRG Pakistan has yet to
make any corresponding disclosure to the Pakistan Stock Exchange.
Court's reasoning
Applying the two-part test from China Trade &
Development Corp. v. M.V. Choong Yong, the court found Resource Group
cleared the first threshold, identity of parties, since Greentree, though not a
party before the SDNY, is a wholly-owned subsidiary of TRG-I and both suits
allege it acted in concert with TRG-I in the takeover attempt.
However, the court found Resource Group could not clear the
second threshold, holding that its earlier May 12, 2026 ruling was not
dispositive of the Pakistan claims.
The board-election
delay claim was never addressed in the May 12 Order, and the tender-offer claim
fared no better: the court noted the tender offer itself, initially filed on
the Pakistan Stock Exchange on December 24, 2024 and formally disclosed on
January 16, 2025, was never disclosed in Zia Chishti's arbitration demand
before the SDNY.
Resource Group had in fact represented to the court that no
such tender offer or disclosure had been made.
As a result, the SDNY
never reviewed the tender offer documents and its May 12 ruling did not address
whether claims arising from it were released.
Critically, the court held that "Greentree's TRG-P
share acquisition occurred after Chishti signed the Release Agreement, so
claims based on this conduct are not released", directly undercutting
Resource Group's position that the dispute stemmed from a released
dividend-diversion claim.
The court found this
characterization "inconsistent" with both the JCM 12 complaint and
the Sindh High Court's ruling, noting the tender offer was Chishti's primary
objective in that suit, with the dividend issue raised only as context.
The contempt petition was found to raise no claims beyond
those in JCM 12 and was therefore denied on the same grounds.
Court's credibility remarks
In a pointed section of the order, the court said it was led
"to suspect that the Pakistan courts are sharing the extra burdens imposed
on a court by loose, inaccurate, or imaginary statements made by the
litigants," adding that its own rulings "are distorted in their
presentation in Pakistan."
The court also noted Resource Group had waited over a year, while
aware that claims tied to Greentree's share purchase were not released, before
filing what it termed an "emergency motion."
Citing precedent that anti-suit injunctions should be
"used sparingly" and reserved for cases where foreign litigation
"entirely duplicates domestic litigation," the court concluded that
standard was not met here.
Conclusion of the order
The court closed its ruling with the following:
"Resource Group's motion for an anti-suit
injunction is denied. Dkt. No. 218. This Order also disposes of TRG-P's letters
in support of TRG-I's motion. Dkt. Nos. 220, 227. So Ordered."
The ruling clears the way for Zia Chishti's Sindh High Court
proceedings, including the board-election order and the related contempt
petition, to continue, dealing a setback to Resource Group's efforts to
consolidate the dispute within the SDNY.
The order also
formally disposes of related TRG-P letters filed in support of TRG-I's motion.
This follows a string of earlier SDNY rulings this year that had gone in TRGI's favour, including a May 12 ruling that broadly released pre-2022 claims, a June 10 restraining order, and an $9.1 million turnover order issued June 18 against Chishti personally over fraudulent share pledges and asset transfers to his spouse.
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