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

I turn now to the objections to the amendments on the grounds that they are too vague and unclear as pleadings (see [28], [28](u), [28](ff), [28](oo)-(rr)). I will deal with these one paragraph at a time.

In paragraph 28 of the petition it is alleged that

“In broad terms and by way of preamble, the case of the Petitioners is that shares have been allocated by or on behalf of Oriental and/or, in the case of P4, R8, from time to time, which have taken effect at law and/or in equity, but 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, including by: (a) arbitrarily and unlawfully reducing or expropriating share allocations without any proper payment or compensation and/or (b) by deliberate subjugation taking the form of demotion of company officer status and/or role and/or job title … ”

The active respondents complain that it is “unclear if and to what extent any other conduct referred to later forms part of alleged unfair prejudice and if so in what way”. They rely in particular on the use of the word “including”. The introductory part of this paragraph is followed by a considerable number of sub paragraphs, making specific, or more specific, allegations. This is commonplace for example in cases where negligence is pleaded against the defendant. In my judgment, it is clear that the conduct relied on is that set out in the particulars under this paragraph. There is nothing in this complaint.

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 complain that this is “hopelessly vague and incoherent as to who said what and when and as a pleading for any kind of equitable entitlement”. I agree. This is not clear enough to plead to.

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

“In the exercise of the re-organisation of the affairs of Oriental, Ms Li was promised by R4 and/or R1 and, through P3, was allocated in oral discussions with R4 on miscellaneous dates in July 2018, a 10% shareholding in Oriental (from R1)”.

The active respondents complain, in much the same way as in the previous paragraph, that this is “vague and incoherent in the extreme as to who said what and when and as a pleading for any kind of equitable entitlement”. I do not think that this suffers from the same degree of lack of clarity in the previous paragraph, in that there is some attempt to identify the person or persons making the promises and the approximate date they were made. I would not refuse permission to this amendment on this ground.

I will deal with the next four sub-paragraphs together. 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”.

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”.

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

“P4 avers insofar as may be necessary for locus standi that no share certificates or executed stock transfer forms were provided to P4 by or on behalf of Oriental or R8, but on the faith of the said oral promises of shares in Oriental and R8, P4 continued to offer her labour to Oriental and R8 and thereby acted to her detriment”.

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

“In the premises, P4 relied to her detriment on the oral promise of shares and by way of the doctrine of proprietary estoppel, she also has locus standi by virtue of s.994(2) of the 2006 Act”.

The active respondents complain, in relation to the four sub-paragraphs ((oo)-(rr)) that this is a “particularly vague and incoherent case of pleading for alleged equitable entitlements”. So far as these subparagraphs deal with equitable entitlements, I have already dealt with them. In terms of vagueness and lack of clarity, I see nothing wrong with subparagraphs (oo) and (pp). Nor do I see anything wrong with subparagraph (rr), because by using the phrase “in the premises” it is saying that the detail has already been given. The only subparagraph which might be open to criticism is (qq), where it is said “continued to offer her labour to Oriental and R8”. On the whole I do not think that this is so unclear that it cannot be pleaded to.

Accordingly, under this heading I uphold the complaint in 28(u), and would refuse permission to that amendment on this ground, but allow all the others under this heading.