Case No. CR-2019-LDS-000669

399.I am satisfied that the investigations inot Lisa were not prompted by any misconduct or allegations of misconduct against any of the Relevant Respondents.400.I am also satisfied that they were genuinely instituted to find out what had happened with regard to the directors’ loan account of Charles and Nora and payments by the Companies for the benefit of Lisa.401.I am also satisfied that Nora agreed to the investigations (even if after their immediate institution) and that they were not carried out by Smith Craven in an unfair manner nor was anything that the Relevant Respondents did motivated by making the investigations unfair nor did they make them so. The investigations were clearly not targeted at Lisa only: Nora and Lisa were vociferous that the investigations should also be into John’s dealings with the Companies. I reject the case that the investigations were instituted as a “pretext” to get rid of Lisa. Her removal flowed from the product of the investigations.402.I am unaware of any misconduct of the Relevant Respondents which, it is said was sought to be disguised by then in the course of the investigations.403.As regards “false information”, I accept that the assertions as to her salary turned out to be wrong but given the time lapse between the relevant events and the paucity of evidence I do not find the allegations or the attempt to investigate the same as having been instituted maliciously knowing the true position and that here had been nothing to investigate.404.As regards sums wrongly taken by Lisa, it is accepted by her expert that a sum of at least £573,000 was taken by her by way of personal expenditure from the Companies. It is said by the expert that he was told that Nora had approved the same. However, Nora’s approval alone would not have been enough. Furthermore, even on this case, such sums should then have been re-charged to Lisa personally (or possibly through Nora’s and Charles’ directors’ loan account, if Charles as well as Nora had agreed to this). On the evidence I find that Charles had not agreed to this course. After all, Lisa herself agreed to repay sums back in the course of the investigation even though there now may be a dispute as to the precise sum which was agreed.405.As regards Lisa’s removal as employee and director, it seems to me that that followed from the result of the investigations. There was no breach of duties by the Relevant Respondents. Indeed, Charles was reluctant to take this step (see the Smith Craven note of the meeting on 3 February 2016) and John in his oral evidence explained that he did not want to remove her believing at the time she was terminally ill from cancer and described her removal as similar to “chopping off his right arm”. In any event, it is not a matter of which she as successor in title to Nora’s shares can complain about because Nora clearly (and understandably) acquiesced in the matter at the time.406.As regards the initiation of proceedings against Lisa (which proceedings did not carry forward any claim about Lisa’s increase in salary, though that had been threatened), there were, in my judgment, good grounds for the claim to be brought. I do not consider that it was brought for improper purposes or without belief in its validity. The fact that the Administrators, who I believe were under threat of a security for costs application, decided not to adopt the proceedings on behalf of the Company does not of itself lead to the conclusion that the proceedings were bound to fail or that they were wrongly brought (including being brought for the wrong reasons).