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

This is my judgment on two applications made in this unfair prejudice petition, to begin with at least. The first application, by notice dated 24 February 2025, is the application of the first to fifth respondents to strike out the petition, alternatively for reverse summary judgment. The second is the petitioners’ application, by notice dated 1 April 2025, to re-amend their petition, and also to join a fifth petitioner, In-Touch Investment Holding Ltd (“In-Touch”). I say “to begin with”, because the position has moved on, and is regrettably more complicated than that. The petition as originally formulated, concerned the affairs of three companies, the sixth, seventh and eighth respondents. The sixth is the most important. The allegations concerning the seventh were dismissed some time ago, as will be seen below. The eighth respondent is said to be less valuable than the sixth, and only the fourth petitioner has any claim to a shareholding in it.

The two applications, or what survived them by the time of the hearing, were argued before me on 13 and 14 May 2025, when Marc Beaumont of counsel appeared for the petitioners, and Edward Davies KC and Seamus Woods of counsel appeared for the first to fifth respondents (whom I shall call “the active respondents”). As is usual, the sixth and eighth respondents were neither present nor represented. The petitioners’ claims in respect of the seventh respondent were abandoned some time ago, it being common ground that there is no value in the shares of that company, and it was dismissed from the claim in 2024. I am sorry for the length of time that it has taken to produce this judgment, caused partly by pressure of other work, but partly by the exigencies of this extraordinary litigation.