[2025] EWHC 908 (Ch)

I deal first with HNW’s application to amend the Particulars of Claim. The proposed amendment has two parts. First, it substitutes as an annex the Loan Agreement with the manuscript annotations in place of the version of the Loan Agreement without the manuscript annotations which was annexed to the original Particulars of Claim. HNW explains that the version of the Loan Agreement without the manuscript annotations was annexed to the Particulars of Claim by mistake.

This proposed amendment is objected to by Ms Lawrence on the ground that the substitution of the Loan Agreement would be “misleading if not deceitful”. Ms Lawrence’s case appears to be essentially that reliance on the Loan Agreement is misleading because it gives the false impression that Ms Lawrence signed a version of the Loan Agreement which included the annotations whereas the version she signed did not have the manuscript annotations which were added later. This ground of objection is misconceived. HNW’s case is not that Ms Lawrence signed the version of the Agreement containing the manuscript annotations (it is common ground that she signed the Loan Agreement before the manuscript annotations were added) but that she did nevertheless agree to the terms of the Loan Agreement including the manuscript annotations. The proposed amendment is not misleading or otherwise objectionable.

The second part of the proposed amendment comprises the addition of a claim for relief in the alternative in response to the issues raised by the Defence and Counterclaim. This part of the proposed amendment does not appear to be seriously challenged and I grant permission for it.