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

Fecha: 10-Sep-2025

The active respondents’ objections

The active respondents’ objections

36.

The active respondents’ objections to the petition are set out in detail in the appendix to their skeleton argument. But, in the body of that skeleton argument they also say this:

“54.
Ps’ New Amendment Application and Draft New Petition fail to satisfy the applicable principles and should be disallowed. The Draft New Petition is incoherent, internally inconsistent in several respects and fails to disclose any allegations that have a realistic prospect of success in an unfair prejudice action.
[ … ]
59.
In the main, the Draft New Petition proceeds by pleading (in the introductory passages and then for each petitioner) a series of alleged agreements and/or promises but only in a very light-touch fashion and without any precision or clarity whatsoever about who exactly was involved, what the legal effects of each are said to be and how these are said to have interacted with each other.
60.
For each petitioner, there then follows a series of extremely vague and imprecise allegations that Rs (without differentiation as between them) have unfairly prejudiced Ps by supposedly departing from purported “agreements” and/or “promises” as to their share entitlements and by (among other things) demoting them, reducing their salaries and humiliating and bullying them.”

37.

Other points are made as well. These include the fact of the allegation by the petitioners that the petitioners have been subject to the “expropriation or attempted expropriation” of their shares, when the petitioners also acknowledge that no share transfers were ever made to the petitioners ([62](a)), a failure to plead the basis upon which it is said that the petitioners had expectations as to their employment related entitlements ([62](b)), and allegations that the petitioners are owed monies by the company, which allegations on their face appear to concern debts owed by the company to the petitioners, and do not fall within the unfair prejudice jurisdiction ([62](c)). It is also said that the petition does not explain how responsibility for the matters complained of can properly be attributed to the active respondents given that only the fifth respondent was ever a director of the companies ([62](d)).

38.

The appendix to the active respondents’ skeleton argument contains a paragraph by paragraph analysis of the then draft amended petition, divided into two columns. In the left-hand column is the text of the paragraph of the petition to which objection is taken. In the right-hand column is the explanation of the objection. The appendix covers some 20 pages and goes into great detail. Almost every paragraph of the petition has at least one complaint made against it. But a number of distinct themes are to be seen in the objections made. Unfortunately, the text of the draft petition then objected to by the respondents has now been superseded by the draft of 9 May 2025, and neither the numbering of the paragraphs nor their text is exactly the same. I have therefore gone through both and tried to reallocate the objections in the old draft to paragraphs in the new draft, where the text remains materially the same. This was a rather burdensome exercise, especially considering that some of the objections have been specifically addressed in the new draft.

39.

Having done this exercise, the themes which I have seen include the following (referring to the paragraph objected to now found in the 9 May draft petition):

(1)

lack of clarity as to the basis upon which the allegation is made (see [14], [15], [16], [17], [28](g));

(2)

vagueness and lack of clarity as to the pleading itself (see [28], [28](u), [28](ff), [28](oo)-(rr));

(3)

lack of specificity in pleading attribution of conduct (see [19], [25], [28], [28](f), [28](n), [28](o), [28](s));

(4)

inadequate pleading (see [19], [21], [24], [25], [28](a), [28](j), [28](u); [28](w), [28](gg), [28](oo)-[28](pp), [30](a));

(5)

legally unsustainable pleading (see [5], [28], [28](d), [28](i), [28](v), [28](w), [28](aa), [28](qq), and [28](rr));

(6)

allegation outside scope of section 994 petition (see [28], [28](b), [28](c), [28](l), [28](n), [28](o), [28](p), [28](s), [28](x), [28](y), [28](bb), and [30](a));

(7)

absence of a necessary party (see [20]).