PT-2024-000315 - [2025] EWHC 3011 (Ch)

Through the course of these proceedings, the Claimants’ case as to why the Trustees should be replaced did not remain fixed. In their witness statements filed in support of the claim, it is fair to say that Nathan and Leah were both preoccupied with events at Millpledge board level, and in particular with their respective removal as directors of the company. They each provide a concluding summary of the grounds on which they seek the Trustees’ replacement in office, which contain numerous complaints about company level matters.

Thus, for example, Nathan complains in his first witness statement about “[t]he numerous decisions [the Trustees] have made behind our backs in relation to the Company and the lack of accountability as between the Trust and the Company, for example increases to salaries and appointments beyond manageable levels, the changing of staff roles and responsibilities without consultation, removing responsibilities and informing Leah and I after such decisions had been made and poor communication with respect of the available funds for new product pipeline with the funds then being taken as dividends”. Nathan also complains about the Trustees having “failed to take steps to prevent the improper way in which the Directors have acted”, before giving a series of examples of what he says was board level misconduct.

Many of these complaints about the goings on at Millpledge did not ultimately feature in the presentation of the Claimants’ case at the final hearing (although, as I explain below, some company level disputes did continue to feature in the Claimants’ case). In his second witness statement, Nathan said: “I would emphasize that this is a claim for Trustee removal and as such I do not consider it appropriate to get distracted by the management of the Company… we are not here to audit the Company – we are here to get new Trustees…”. Nevertheless, it is clear that the Claimants remained preoccupied with what they perceived to be Paddy’s maltreatment of them in respect of their roles at Millpledge, culminating in their dismissal as directors.

In an Agreed Case Summary filed on 22 August 2025, the following ten grounds were articulated. The same ten grounds had been set out in a Case Summary prepared for the directions hearing before Master Clark in December 2024:

From Mr Burton’s skeleton argument, it was not entirely clear to me whether these grounds remained the grounds on which the Claimants sought the replacement of the Trustees. At the outset of his oral submissions, I therefore sought to clarify the basis on which the Claimants’ case was put. Mr Burton indicated initially that the Claimants sought to rely on the totality of the evidence and documents they had filed, but in my view it was important – both for the efficient disposal of the claim, and so that the Trustees had a fair and proper opportunity to respond to the case against them – for the Claimants to articulate the specific grounds on which they said that the Trustees ought to be replaced. Mr Burton ultimately accepted that the Claimants’ grounds could be found in his skeleton argument, and that they could be conveniently grouped into the following six particular grounds:

Mr Burton submitted that the Claimants’ case rested on all of these grounds, and that the court ought to evaluate them in their totality. As I have already noted, at the hearing he did ultimately accept that, before undertaking an overall evaluation of the merits of the case, the court must consider each of the specific complaints made about the Trustees separately and individually. In his subsequent written submissions on the decision in Fernandez v Fernandez, Mr Burton sought to retreat from that approach somewhat, submitting that grounds of removal should not “distract” the court from dealing with the “central issue” (being whether the applicable test is satisfied), but I reiterate that in my judgment the only sensible way of approaching a complex and multivalent claim of this nature is for the particular grounds of removal articulated by the Claimants to be considered separately and individually, before the court then “steps back” and considers the claim in the round. Accordingly, in this judgment I adopt the six grounds set out above as the framework through which I evaluate the claim.