High Court Awards Costs in Company Document Inspection Dispute

Citation: [2024] EWHC 457 (Ch)
Judgment on


In the case of Hideko Suzui v Kayoko Suzui [2024] EWHC 457 (Ch), the High Court of Justice grappled with issues related to a request for inspection of company documents. The case involved two sisters who were shareholders and directors of three companies operating Japanese restaurants in London. The claimant sought costs for the application to inspect documents under section 388(1)(b) of the Companies Act 2006 and/or common law.

Key Facts

Hideko Suzui (the Claimant) and Kayoko Suzui (the Defendant) are sisters and the sole directors of Come On Limited, Manfuku London Limited, and Cocoro Restaurant Limited. Hideko filed an application for costs following a request for access to certain financial documents of the companies. Initially, the Defendant had agreed to provide the documents but subsequently opposed the claim. After the claim was issued, the Defendant provided the required documentation but refused to cover any costs incurred by the Claimant. The court was tasked with determining whether the Claimant was entitled to costs and if the refusal by the Defendant to provide the requested documentation before litigation was reasonable.

The judgment dealt with several legal principles:

  1. Right of Shareholders/Directors to Company Documents: Shareholders and directors have a right to access company documents under section 388(1)(b) of the Companies Act 2006. The judgment emphasizes the entitlement of company officers to inspect and obtain copies of financial records.

  2. Costs Principles in Civil Litigation: The “costs follow the event” principle was a focal point, which implies that the unsuccessful party bears the costs of the successful party. This principle falls under CPR 44.2, allowing a court discretion in awarding costs.

  3. Exercise of Court Discretion: The judgment reflected on the discretionary nature of court powers in awarding costs, which must be exercised judiciously considering the facts at hand. This discretion is bound by principles of fairness and the pursuit of justice.

  4. Standard Basis vs. Indemnity Basis: The judgment differentiated between the standard basis of awarding costs (a more common scenario) and the indemnity basis of costs (when conduct or the circumstances justify a higher costs order).

  5. Assessment of Conduct: The court took into account the conduct of parties, including whether there was a reasonable refusal to provide documents and subsequent compliance before hearings, when determining the appropriate award for costs.

  6. Serious Allegations and Evidential Evaluation: The court addressed the proper approach to allegations of serious misconduct (the allegation that the Claimant had transferred company funds to personal accounts) and the limitations of making findings without cross-examination of witnesses or the evaluation of documentary evidence.

  7. Ability to Resolve Disputes Without Trial: Demonstrated by the Defendant’s eventual provision of documentation prior to trial, the court underscored the value of resolving disputes without the need for a full trial.


Deputy Insolvency and Companies Judge Raquel Agnello KC concluded that the Claimant should be awarded costs on the standard basis, not on an indemnity basis. It was determined that the Defendant had ample opportunity to comply with the Claimant’s requests for documents before litigation commenced and that the requested documents were neither onerous nor unnecessary.

The court did not take a stance on the dispute over monetary transfers made by the Claimant from the companies’ accounts, leaving those allegations unresolved due to lack of cross-examination and the opposing statements presented.


The Hideko Suzui v Kayoko Suzui case illustrates the application of principles related to access to company financial records, costs in civil litigation, and the exercise of court discretion. The judgment reinforces the entitlement of company officers to inspect company records and highlights the importance of pre-litigation compliance. It also underscores the court’s careful approach in weighing allegations of misconduct against the available evidence and the practical constraints of the litigation process. This case provides guidance for legal professionals regarding the pursuit of documentation for company affairs and the potential consequences of non-compliance, adding to the understanding of costs orders in disputes between company officers.