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

I turn now to the objections to the amendments on the grounds that they lack specificity in attributing conduct amongst the respondents (see [19], [25], [28], [28](f), [28](n), [28](o), [28](s)).

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 say that it is unclear if and how this is said to impact on other respondents than the second respondent. I do not accept this criticism. It is clear that the conduct is attributed to the second respondent only. It is not alleged that he was acting on behalf of any other respondent.

In paragraph 25 of the petition it is alleged that

“ … 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 there is no attempt to differentiate in any way between the respondents, or to attribute particular acts or omissions or conduct to one or more of them. I agree. This makes it difficult, if not impossible, if the court should find (for example) that there was conduct of the affairs of the companies, for the court to fashion an appropriate remedy such as a “buy out order”. The petitioners may say that they do not know which of the respondents committed a particular act or omission. Unfortunately, that is sometimes the case. But justice to the individual respondents requires they be told what it is that they have to respond to. The burden of proof rests upon the petitioners to prove their case, and not upon the respondents to disprove it. I cannot give permission for this amendment.

In paragraph 28 of the petition it is alleged that

“… the affairs of Oriental and/or also R8 in the case of P4, have been conducted by R1 and/or R2 and/or R3 and/or R4 and/or R5, so as to cause the Petitioners and each of them to sustain unfair prejudice … ”

The same objection as under paragraph 25 is taken under this paragraph. My answer is the same, and for much the same reasons. It might be different if the phrase “conducted by R1 and/or R2 and/or R3 and/or R4 and/or R5” had been written in some such terms as “conducted by such one or more of the 1^st to 5^th respondents as more particularly identified and set out in the particulars hereunder”, and the particulars then went on to identify particular respondents with particular acts or omissions. However, as we shall see, that is not the case. I cannot give permission for this amendment.

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

“In October 2017, an oral agreement, understood to be averred by the Respondents, was reached that P5’s shareholding in Oriental be reduced to 48% to enable P2 to acquire 2% of the shares in Oriental”.

The active respondents complain that there is no attempt to specify which (if any) of the active respondents was responsible for this action in relation to the sixth respondent. I agree. I do not see how the respondents can plead to this. I cannot give permission for this amendment.

I can take the next two paragraphs together. In paragraph 28(n) of the petition it is alleged that

“As at October 2018, P1 was employed by Oriental as a ‘Director/Executive Director’ on a salary of £42,000 per annum. From about 1 July 2019, P1’s salary with Oriental was reduced by R4 arbitrarily and for no stated reason, from £42,000 to £36,000 per annum and she was demoted by R3 and/or R4 to finance manager and a waitress from her position as an ‘executive director’. These were acts of intentional humiliation and capricious subjugation”.

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

“In November 2019, P1’s job title was downgraded to ‘cashier’ and her salary was further arbitrarily reduced by R4 and/or R3 from £3,000 per month to £1,000 per month, again without any justification”.

The active respondents once again complain that there is no attempt to specify which (if any) of the active respondents was responsible for this action in relation to the sixth respondent. There is a specific allegation against the fourth respondent in paragraph 28(n), which cannot be objected to on this ground. The remaining allegations are made against the fourth respondent “and/or” the third. Claims pleaded in the alternative are not objectionable in principle: see Binks v Securicor Omega Express Ltd [2003] 1 WLR 2557, CA. Whether it is indeed objectionable depends on a fact-sensitive evaluation. In the circumstances of this case, I think that there is sufficient to plead to, and I will give permission for it.

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

“On or about 22 January 2020, P1 felt compelled to resign from her position as a director and employee of Oriental in light of the aforesaid exploitation and humiliation of her by or on behalf of the Respondents, whether by action or mere acquiescence as the case may be”.

The active respondents once more complain that there is no attempt to specify which (if any) of the active respondents was responsible for this action in relation to the sixth respondent. I agree. As with paragraph 25, paragraph 28 and paragraph 28(f), I do not see how the respondents can plead to this. I cannot give permission for this amendment.