Apex Global Management Ltd & Anor v FI Call Ltd & Ors

The court refused the application by Prince Abdulaziz to set aside or stay the default judgment obtained under CPR 3.5/3.6 (recording judgment for US$5,984,000 plus interest and costs). The judge held that the conditions for CPR 3.5 were satisfied because the monetary claim could properly be isolated by abandonment of non‑monetary heads, and that abandonment was a permissible way to bring the claim within CPR 3.5. The court further held that the Prince had not shown sufficient substantive or equivalent compliance with Vos J's order requiring a personally signed disclosure statement, and that relief from sanctions should be refused.

On the Apex parties' application to strike out parts of the Amended Defence and Counterclaim, the court took a mixed view: some discrete allegations were struck out (including paragraph 218 and a limited fraud allegation), but most challenged passages were allowed to stand subject to amendment or provision of particulars. The Global Torch parties were ordered to provide specified particulars and to amend an equivocal general denial so it applies only insofar as necessary.

This judgment concerns two linked unfair prejudice petitions under section 994 of the Companies Act 2006 (and, in the alternative, section 122(1)(g) of the Insolvency Act 1986) concerning Fi Call Ltd. The petitions were presented by Global Torch and by Apex, and the consolidated proceedings involve multiple parties including Apex, Global Torch, Prince Abdulaziz, Prince Mishal and Mr Abu‑Ayshih.

The principal applications decided were:

• an application by Prince Abdulaziz to set aside or stay a judgment entered under CPR 3.5/3.6 after his points of defence were struck out for failure to comply with an order requiring personally signed disclosure statements; and
• an application by the Apex parties to strike out parts of the Amended Defence and Counterclaim and for related relief, raising issues described as the "proxy" point, "stale allegations" and the "fiduciary duties" point.

The court first analysed the CPR 3.5/3.6 framework. It concluded that a right to judgment under CPR 3.5 exists where a struck out statement of case relates to a claim which, following abandonment of non‑monetary heads, is solely a claim for a specified sum of money. The judge held that abandonment of non‑monetary claims is a permissible and practical method of reducing an otherwise multi‑head claim to a money‑only claim for the purposes of CPR 3.5 (rather than requiring discontinuance or formal amendment). The passages in the Amended Points of Claim that referred to the Prince were construed as descriptive rather than creating a substantive claim against him, and the remaining separate prayer containing non‑monetary relief was treated as a distinct claim which did not defeat the availability of CPR 3.5 judgment on the money prayer.

The court then rejected the Prince's alternative discretionary arguments to set aside or stay the judgment. The judge found there had not been sufficient substantive compliance with Vos J's order for personal signature, that allowing the challenge would undermine the force of "unless" orders and the case management regime, and that other policy or statutory arguments advanced (including an equality argument) did not justify relief. The judge therefore refused to set aside or stay the judgment.

Turning to the strike‑out relief sought by the Apex parties, the court considered the proxy pleading complaints, stale historical allegations and alleged new fiduciary duty pleadings. The court required a limited amendment to a general denial to make clear it operates only insofar as necessary, struck out paragraph 218 (a newly introduced cause of action impermissible without consent or permission), struck out one broad fraud allegation and ordered further particulars and documents or limitation of certain pleaded historic allegations. It also required particulars where the Global Torch parties pleaded fiduciary duties or duties of good faith without identifying their source or effect.

The judge emphasised case management considerations: the trial judge would control potential proxy use of pleadings and limit mini‑trials; but where particulars were inadequate or new causes of action had been introduced without permission, strike out or amendment was justified.

At first instance the court refused the Prince's application to set aside or stay the judgment obtained under CPR 3.5/3.6. The court held that the conditions for judgment under CPR 3.5 were satisfied because non‑monetary heads could lawfully be abandoned to isolate a money claim, and that the Prince had not shown sufficient equivalent compliance or other grounds to justify relief from sanctions. On the Apex parties' strike‑out application the court gave mixed relief: it struck out discrete improper or new allegations (including paragraph 218 and a broadly pleaded fraud allegation), required amendment of an equivocal general denial, and ordered specified particulars to be supplied in relation to historic allegations and alleged fiduciary duties, but otherwise refused broad strike‑out of the Defence and Counterclaim.