CB&I UK Ltd, Re
[2023] EWHC 2987 (Ch)
C-Retail Limited, Re
16 May 2024
[2024] EWHC 1194 (Ch)
High Court
A landlord wanted to see some company documents before voting on a debt restructuring plan. The judge decided what documents the landlord could see and what they couldn't, balancing the need for fair voting with the company's need to keep some information private. The judge used existing laws around sharing information in court cases to make his decisions.
Key Facts
- •C-Retail Limited (Plan Company) applied for an order convening creditor meetings for a restructuring plan under Part 26A of the Companies Act 2006.
- •Prudential Assurance Co Ltd (Prudential), the landlord, sought disclosure of documents.
- •The plan proposes reducing rent to nil, releasing Superdry's guarantee, and compromising arrears and dilapidation claims for a payment.
- •The payment comprises 4 weeks' rent, 150% of estimated returns in Plan Company and Superdry administrations.
- •Prudential's disclosure application was informal, made via a witness statement.
Legal Principles
Disclosure in Part 8 claims (schemes/plans) is not governed by PD 57AD but other CPR provisions.
CPR Part 8, Practice Direction 57AD paragraph 1.4(7)
CPR 8.5(1) requires claimants to file evidence (including material documents) with the claim form; no routine disclosure obligation exists but more might be required.
CPR 8.5(1)
Court has power to order inspection of documents mentioned in witness statements (CPR 31.14); onus on claimant to show why inspection shouldn't occur.
CPR 31.14, Quilter v Heatley (1883) 28 Ch.D. 42 at 51
Court can order specific disclosure (CPR 31.12) if evidence shows document existence and relevance to an issue.
CPR 31.12
Court exercises discretion under the overriding objective, considering factors like creditor's informed decision-making, even-handedness, and avoiding burdensomeness.
CPR overriding objective
Outcomes
Ordered disclosure of cash flow forecasts on a Group basis, not individually for Plan Company and Parent, as requested by the Plan Company.
Group forecasts are prepared on a consolidated basis; separate forecasts do not exist; focusing on granular data would be disproportionate.
Ordered full disclosure of the Newmark HDH Ltd report assessing ERV, void period, dilapidations, and rent-free periods, rejecting the Plan Company's redaction proposal.
Report is key to calculating estimated recoveries; relevant to class composition and should be available before plan meetings; confidentiality protected by NDA.
Ordered disclosure of the 'Superdry Target Operating Model' (TOM) document but not necessarily underlying calculations/assumptions.
While TOM is relevant to illustrating the plan's benefits, the Court will focus on equitable treatment of creditors at the sanction hearing, not the optimality of the plan.