CR-2022-BRS-000101 - [2025] EWHC 2291 (Ch)

I turn now to consider these allegations (see [19], [21], [24], [25], [28](a), [28](j), [28](u); [28](w), [28](gg), [28](oo)-[28](pp), [30](a))). These are not cases of vagueness or lack of clarity in the pleading, but rather where it is said that what is pleaded does not amount to a cause of action. Some similar complaints have been considered already, under the heading “Claims to shares in equity”. I will not repeat these here.

In paragraph 19 of the petition, it is alleged that

“On 25 September 2017, R2 met P1 at her home. He proposed that P1 would have 30% of the equity in the new venture and that P2 would have 2%. This was agreed by P1”.

The active respondents complain that this “pleading [is] insufficient on its face if this is said to have any legal effect…” I do not understand the objection. It is trite law that parties do not have to plead law, only facts. This is a pleading of facts, no doubt intended to lay down the foundation for a claim to be made at trial to a remedy. There is nothing in this point.

In paragraph 21 of the petition, it is alleged that

“On or about 6 October 2017, P1 and P2 flew to Boston, USA and met with R2, R3 and R4 and a Michael Luk of R1 at the first and then only Happy Lamb restaurant. At that meeting, an oral agreement was reached to the effect that, in return for their involvement in identifying and setting up the UK restaurants, Hong would have a 43% interest in the UK restaurants and P2 would have a 2% interest in the UK restaurants alongside the 55% interest of R1.”

The active respondents’ complaint is the same as under paragraph 19. For the same reasons, there is nothing in this complaint either.

In paragraph 24 of the petition, it is alleged that

“On or about 8 October 2017, R2 sent P1 a WeChat message stating that shareholding in the new UK company should change to: R1 55% down to 50%; PH’s to increase from 15% to 20%; P1 and P2 remained respectively at 28% and 2%”.

The active respondents’ complaint is the same as under paragraph 19. For the same reasons, there is nothing in this complaint either.

In paragraph 25 of the petition, it is alleged that

“The current directors of Oriental are Xin Li appointed on 23 March 2023 and Qinqing Li appointed on 1 September 2024. However, Oriental has been managed variously since inception by those controlling R1 and/or by R2, R3, R4 and R5 as de facto directors of or ultimate decision-makers in, Oriental, irrespective of their formal status as a director. The best particulars available are that these individuals appear to have little regard for legal status and act as a shadowy syndicate, making decisions and issuing orders and directives to their colleagues in the UK.”

The active respondents complain that the new petition “still fails to plead any adequate basis on which the conduct of the affairs of [the sixth or eighth respondent] is properly to be attributed to [the respondents] (and in fact it should be attributed to [the petitioners] themselves).” I do not accept this complaint of inadequate pleading failing to make a case. The conduct of the affairs of the companies is attributed to one or more of the respondents (which leads to a lack of specificity, but that is a different point). They are alleged to be acting as “de facto directors of or ultimate decision-makers in” the companies. There is nothing in this complaint.

In paragraph 28(a) of the petition, it is alleged that

“On or about 20 October 2017, P5 (by its director and owner P1 and under its previous name of Hong) and R1 (by R3), entered into a ‘Cooperation Agreement’ to open restaurants under the Happy Lamb brand in the UK, by which they agreed and it was represented inter alia that 50% of the UK business would be owned by P5. This will be referred to at trial for its full terms and effect”.

The active respondents’ complaint is the same as under paragraph 19. For the same reasons, there is nothing in this complaint either.

In paragraph 28(j) of the petition, it is alleged that

“On or about 2 August 2018, a further “Cooperation Agreement” which will be referred to at trial for its full terms and effect, was entered into by R1 and P5 (represented by P1), as well as with P2 and P3 (by its director and owner Ms. Wenjing Li), to open restaurants under the Happy Lamb brand in the UK. The 2018 agreement stated that, “Based on the principle of equality and mutual benefit, and seeking common development, all parties reached the following cooperation agreement by consensus”, this being (further) evidence of quasi-partnership in respect of the parties thereto … ”

The active respondents’ complaint is the same as under paragraph 19. For the same reasons, there is nothing in this complaint either.

In paragraph 28(u) of the petition, it is alleged that

“Further and/or in the alternative, in or about 2017, when he was recruited to the business, P2 was promised a 2% shareholding in Oriental. That promise was made orally by or on behalf of R1 to R4 on dates unknown in or about 2017. The shared and common intention of the parties was reflected in a confirmation statement filed at Companies House”.

The active respondents’ complaint is the same as under paragraph 19. For the same reasons, there is nothing in this complaint either.

In paragraph 28(gg) of the petition, it is alleged that

“The promise of P3’s 10% shareholding in Oriental was contained or expressly reflected in the 2018 Cooperation Agreement, which at that time, contemplated that Ms Li would hold shares in her own name”.

The active respondents’ complaint is the same as under paragraph 19. For the same reasons, there is nothing in this complaint either.

In paragraph 28(oo) of the petition, it is alleged that

“In early 2020, P4 was offered a 1% share in Oriental by R4 for no premium and was also asked by him to purchase a 1% shareholding in Oriental, for which she paid £5,000 on 20 January 2020”.

The active respondents’ complaint is the same as under paragraph 19. For the same reasons, there is nothing in this complaint either.

In paragraph 28(pp) of the petition, it is alleged that

“On 21 January 2021, P4 purchased a 1% shareholding in R8 for £4,000”.

The active respondents’ complaint is the same as under paragraph 19. For the same reasons, there is nothing in this complaint either.

Overall, there is nothing in any of the points considered under this heading.