Caldero Trading Ltd. v Beppler & Jacobson Ltd & Ors

In an unfair-prejudice petition, a proposed respondent should be joined where the court must determine an issue connected with that person and the issue may affect the relief. A share purchase offer does not necessarily dispose of the petition if it proceeds on a disputed factual basis that may affect valuation. A director may remain a party where injunctive relief or disclosure is sought in connection with alleged wrongdoing. CPR 31.22 and CPR 32.12 create a purpose-of-proceedings test for disclosure documents and witness statements. Information compelled under a freezing order remains subject to the implied undertaking restricting collateral use, alongside any express undertaking.

Caldero Trading Limited petitioned for the winding up of Beppler & Jacobson Limited on the just and equitable ground, alternatively for relief under sections 994 and 996 of the Companies Act 2006. It also sought to join Lawson Trading Limited and Sergey Scheklanov, and to retain Marcel Telser as a respondent. Separate applications concerned the use of documents and evidence obtained under interim relief, including material shown to TNK-BP, which funded the litigation and provided a cross-undertaking.

The central issues were whether a proposed share purchase offer made joinder unnecessary, whether Mr Telser was properly joined, and whether disclosed or compelled material could be supplied to a third-party funder.

1. Joinder. The court’s jurisdiction to add parties to an unfair-prejudice petition is broad. Under CPR 19.2(2), Lawson and Mr Scheklanov were properly joined because the petition raised a realistically arguable issue whether the funding of the joint venture was capital or loan. That issue was relevant to the valuation of Caldero’s shares, and both proposed respondents had a direct interest in resisting it. They also needed to be bound by the determination.
2. The Leibson offer did not give Caldero everything it might reasonably obtain. Although it treated the agency agreements as ineffective, its valuation proceeded on the disputed loan basis. The offer was therefore insufficient to remove the issue from the petition. Service out of the jurisdiction was also justified because Lawson and Mr Scheklanov were necessary or proper parties.
3. Mr Telser. The application to strike out the petition against Mr Telser was refused. The injunction sought concerned BJUK’s assets, not his personal assets. He was also a central actor in the alleged wrongdoing and could properly remain a respondent for disclosure purposes under the Norwich Pharmacal jurisdiction.
4. Use of documents. For disclosure documents and witness statements, CPR 31.22 and CPR 32.12 provide a distinct test: use within the purpose of the proceedings is permitted, while use for an outside purpose requires permission. In the circumstances, showing those materials to TNK-BP to decide whether to fund the proceedings and provide security was use for the purpose of the proceedings.
5. The statutory regimes did not govern Mr Telser’s compelled affirmation under the freezing order. The implied undertaking continued to apply, together with the express undertaking in the order. The affirmation should not have been supplied to TNK-BP, but no effective relief was granted because its material was substantially replicated in documents governed by the CPR regimes. The application was dismissed, with TNK-BP’s undertaking accepted as an additional safeguard.