Paul Steven Cooper & Ors v Vladimir Dashi (aka Rugova)
[2024] EWHC 2102 (Ch)
Jeremy Robert Webb & Anor v Eversholt Rail Limited & Anor (Re Eversholt Rail (365) Limited)
29 August 2024
[2024] EWHC 2217 (Ch)
High Court
Liquidators wanted ALL documents from a company and its lawyers related to a bankrupt subsidiary. The judge said they needed to be more specific about what they really needed, not just ask for everything. The judge refused their request because it was too broad and the company had already given them lots of information.
Key Facts
- •Eversholt Rail (365) Limited (365Co) entered creditors' voluntary liquidation.
- •Joint Liquidators sought documents from Eversholt Rail Limited (ERL) and Norton Rose Fulbright LLP (NRF) under sections 235(2)(a) and 236(3) of the Insolvency Act 1986.
- •365Co was a special purpose vehicle with no employees, relying on ERL for services.
- •365Co's documents were held by ERL, not separately filed.
- •The Liquidators requested extensive documents from ERL and NRF, broadly defined as 'relating to' 365Co's business.
- •ERL had largely cooperated with previous focused document requests but resisted the broad request.
- •NRF's client was ERL, not 365Co, although NRF provided some advice impacting 365Co.
Legal Principles
Court has discretion under sections 235 and 236 of the Insolvency Act 1986 to order document production, balancing the liquidator's needs against potential oppression to the respondent.
Shierson v Rastogi [2003] 1 W.L.R. 586, Picard v Fim Advisers LLP [2010] EWHC 1299 (Ch), Cloverbay Ltd (Joint Administrators) v Bank of Credit and Commerce International SA [1991] Ch. 90, British and Commonwealth Holdings
Privilege cannot be abrogated by statute unless expressly stated or necessarily implied; sections 234 and 236 of the 1986 Act do not abrogate privilege.
Re Transform Medical Group (CS) Limited [2020] EWHC 2064 (Ch)
Joint or common interest privilege allows sharing of privileged communications between parties with a shared interest without losing privilege against third parties. The existence of a joint interest depends on the relationship between the parties.
Passmore on Privilege (4th Edition), The Law of Privilege (Third Edition), Love v Fawett and Northam Worldwide [2011] EWHC 1686 (Ch)
Outcomes
Application against ERL dismissed.
Liquidators failed to demonstrate a reasonable requirement for the broadly defined documents sought; the request was misconceived and lacked specificity, despite ERL's significant cooperation. The application was not framed as specific performance of the Services Agreement.
Application against NRF dismissed.
The request for documents from NRF was similarly too broad and lacked justification for the necessity of all documents sought. While some potential joint interest privilege issues were raised, the breadth of the request rendered this argument moot.
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