[2025] EWHC 2480 (Ch)

Mr Deuss

The Claimants argued in their closing submissions that if Mr Deuss was a de facto or shadow director and was dishonest as alleged, then he was “liable for ensuing liability to the MTIC Companies”: see Cs, C417. I understood them to accept, therefore, that the claim for breach of fiduciary duty depended on the findings of fact which I have already made. Given that I have found that Mr Deuss was not a de facto or shadow director and that he did not dishonestly assist the MTIC Directors to commit breaches of fiduciary duty or know that they were carrying on business with intent to defraud HMRC, I dismiss this claim.

The Claimants submitted that there could be “little argument” that TWPS was carrying on business for a fraudulent purpose: see Cs, C413 to C416. However, HMRC was not a creditor of either FCIB or TWPS and they did not identify any creditors (other than the MTIC Companies themselves) whom TWPS was said to have had the intention to defraud. I have also dismissed the pleaded allegations that Mr Deuss deliberately set up and used FCIB and TWPS for a fraudulent purpose: see [49], [498] and [561]. The Claimants did not plead or attempt to rely on other fraudulent purpose. But in any event, I have found that TWPS was not a knowing participant in the MTIC fraud of the MTIC Companies based on Mr Deuss’s state of mind and his state of knowledge and I find that he himself was not a knowing participant in TWPS carrying on business with intent to defraud creditors for the same reasons. I, therefore, dismiss this claim.

FCIB

The Claimants accepted that the question whether FCIB was liable under S.213 was identical to the question whether Mr Deuss was liable under S.213 and, again, the Claimants were relying on the Court to attribute his state of mind to both TWPS and FCIB. I, therefore, dismiss this claim too.