BL-2021-002293 - [2025] EWHC 678 (Ch)

The defendant contends as part of his application to strike out the particulars of claim, or for summary judgment on them, that the particulars are deficient in the way that they allege both the existence of the pleaded duties, and the allegations of breach of those duties. Even though these points were argued by Mr Cohen after his limitation arguments, I consider that they should logically be considered first, as it is only those claims which survive a pleading challenge that need then to be considered separately from the perspective of limitation.

First, it is argued that there is no realistic prospect of a court at trial finding that a duty of good faith is to be implied into the SSA, or of it finding that Mr Flohr was a fiduciary who owed fiduciary duties to his fellow shareholders.

Secondly, the defendant submits that the plea that he breached his duties (if they existed) by competing with Comprendium UK is hopeless.

Thirdly, it is submitted that the claim that Mr Flohr “frustrated” the business of Comprendium UK by not placing business with it, or ensuring or using best endeavours to have business placed with it, is not coherently pleaded and discloses no reasonable grounds for bringing that part of the claim and should be struck out accordingly.

Fourthly, it is submitted that some of the losses claimed are demonstrably irrecoverable and, to the extent that the claimant claims by virtue of being the holder of preference shares in Comprendium UK, are barred by the rule against reflective loss.