CA-2025-000010 - [2025] EWCA Civ 933

In conclusion, the judge erred in failing to provide adequate reasoning, but I would leave his order undisturbed such that the appeal is dismissed.

I would add the observation that if, as it had intimated, the Trustee wished to reserve the right to apply for the imposition of conditions on Xinbo’s ability to defend the proceedings, the preferable course would have been to seek to have those conditions applied to the joinder. That approach would have both complied with CPR rule 3.1(3) and more obviously reflected the purpose of imposing the conditions, namely that Xinbo should not be permitted to mount a weak defence to the proceedings without taking responsibility for failures by its proxy Dynamic, by providing its own “earnest money” and remediating Dynamic’s breach of the order to transfer the Unpledged Shares.

However, I reject Xinbo’s argument that, having given its unconditional consent to the joinder, it was not open to the Trustee to seek conditions at a later stage, including once Xinbo added its own default and needed to seek relief from sanctions. This is well illustrated by the fact that, if there had been no default, the Trustee could have sought a conditional order as an alternative to a claim for summary judgment, as contemplated by CPR rule 24.6. In any event, the fact that the Trustee did not request conditions at the optimum time cannot tie the hands of the court.

I agree.

I agree that this appeal should be disposed of in the manner proposed by Falk LJ and for the reasons that she so clearly explains. I wish to associate myself in particular with the guidance that she offers in para. 32 for judges having to give reasons for their decisions in a busy list, sometimes on applications which are far from straightforward. It is entirely appropriate that they should do so succinctly; but there are, as she shows, a variety of techniques by which, particularly with some pre-hearing preparation, that can be achieved without compromising the need for adequate reasons.