FD21F00033 - [2025] EWHC 1891 (Fam)

BB died on [redacted]. He was married to the claimant, AB, on [redacted]. The couple had three children together. The couple remained married at the date of BB’s death.

These proceedings arise out of a claim made by AB as long ago as May 2021, pursuant to the Inheritance (Provision for Family and Dependants) Act 1975 (“The Inheritance Act”), for provision to be made out of the deceased’s estate for herself and for the three children. The deceased left a will dated [redacted]. The will provided for the estate to be held on discretionary trusts for AB, the children, and for the deceased’s remoter issue. No capital provision was made for AB under the terms of the will. The executors executed a deed of appointment giving AB the right to the income of the estate. Put simply, AB’s case is that, applying “the divorce analogy”, she and the children are entitled to outright capital provision from the estate, in addition to the income of the estate.

The First Defendant, B (hereafter referred to as “B Trustees”) is the administrator and trustee of the deceased’s estate.

The Second Defendant, C, is a partner in a firm of solicitors. By the order of Poole J dated 5 October 2022, C was appointed to represent the deceased’s children and remoter issue in relation to the claim. C applied on 21 March 2023 for a third party disclosure order against Z Limited pursuant to CPR r31.17. B Trustees made a similar application on 2 May 2023. This is my public Judgment in respect of those applications which has been redacted on confidentiality grounds in this form which was agreed by the parties and approved by me.

On [redacted], the executors obtained a grant of the deceased’s will. The grant of probate indicated that the net value of the estate was an eight figure sum at the date of death. Of this, a substantial proportion (approximately 75%) was represented by the value of the deceased’s shares in Z Limited, according to a valuation commissioned by the executors. That valuation report valued the shares as at 30 April 2020, now well over four years ago, and at the very outset of the pandemic. It is contended on behalf of both AB and B Trustees that this valuation may be an unreliable guide to the current value of the shares. Given the changes that have afflicted the world since April 2020, I see the force of that submission, but even without the pandemic, the Ukraine War, conflict in the Middle East and other cataclysmic world events, it is obvious that the valuation has the potential to be misleading, or simply wrong (and of course in either direction).

Accordingly, the instant application is to determine outstanding issues in relation to applications made by B Trustees and C against Z Limited for third party disclosure orders. B Trustees, as administrator and trustee of the estate, holds 50% of the shares in Z Limited. The other 50% of the shares are held by the deceased’s relative, YB, who is also a director of Z Limited, together with his wife, XB, who was appointed after the deceased died. It is a sad, but in my judgement remarkable, feature of this case that since the deceased died, his estate did not receive any income from Z Limited, despite the company holding cash balances of what I am told amounts to almost £ [redacted] million (according to the 2022 accounts). Furthermore, the estate seems to have no representation on the board of Z Limited.

It is forcefully argued by B Trustees that it is likely that there will be a disposal of the entirety of the estate’s shares in Z Limited and that, in the event that those are purchased by YB, he will have an interest in minimising the value of the estate’s shareholding. Of course, I form no opinion in relation to that, and I have heard no evidence on this issue. However, I understand the submission that there is the potential here for a conflict of interest. I can also see the possibility of a debate as to whether the deceased’s shares should be subject to a minority shareholder discount or whether they should be valued on a quasi-partnership basis. These will be issues for another court on another day.

Given the size of the estate, and the needs of AB and her children, it is in my judgement regrettable that the executors did not, prior to the issue of the claim, make sufficient distributions to provide properly for AB and the children’s needs. On 23 November 2021, Peel J approved a consent order removing the executors as executors and trustees pursuant to section 50 of the Administration of Justice Act 1985 and section 41 of the Trustee Act 1925 and replacing them with B Trustees.

On 5 October 2022, Poole J made an order adding C as second defendant and appointing him, pursuant to CPR rule 19.7, as representative of the Represented Class (defined as the children and remoter issue of the deceased). It has, of course, always been hoped that AB and C will be able to reach a sensible resolution of the claim. It is submitted, on AB’s behalf, that this has been “entirely stymied by the lack of a reliable valuation of the shares in [Z Limited], due to [Z Limited’s] refusal to provide the documents which are needed for this”. Hence this application. During the regrettable delay since I heard this case, I would have hoped that the parties might have been able to make progress. Instead, I have been bombarded with a considerable amount of contentious correspondence and post hearing submissions.

C filed and served a witness statement on 16 November 2022 saying that he was unable to respond properly to the main claim, principally because the April 2020 valuation was not a reliable guide to the value of the shares in Z Limited held by the estate. The position is put this way on AB’s behalf: