Bruce v TTA Management Ltd & Ors

Permission to amend a statement of case is discretionary. The court must consider the overriding objective, the nature and clarity of the proposed amendment, the explanation for its timing, and the prejudice, wasted costs and additional work it would cause.

Fraud allegations must be pleaded with particularity, clarity and concision. A claimant cannot use an amendment to revive causes of action already struck out on appeal or to introduce a prolix and diffuse case where an adequate statement of case already exists. The court is not required to edit or reconstruct a defective pleading on behalf of a represented party.

The claimant brought proceedings arising from the sale of his shares in the first defendant company and alleged deceit concerning the valuation of those shares. The claim was originally struck out. On appeal, Mr Justice Norris permitted only the deceit claim to proceed; the contract and conspiracy claims remained struck out.

The claimant subsequently applied for permission to re-amend his particulars of claim. The proposed pleading sought to revive the conspiracy and contract claims, challenge the compromise and valuation arrangements, and add extensive allegations concerning concealed profits and diverted corporate opportunities. The central issue was whether permission should be granted, or whether the claimant should instead be given an opportunity to revise the proposed pleading.

1. Application dismissed. Permission to re-amend was refused. The existing amended particulars of claim provided a viable deceit claim capable of proceeding to trial.
2. The appeal order permitted the claimant to proceed only in deceit. The conspiracy and contract claims had remained struck out. The proposed amendment could not be used to reinstate them, and no subsequent change of circumstances justified that exceptional step.
3. Particulars of fraud must identify the material facts relied upon with clarity and concision. The court adopted the principles summarised in Portland Stone Firms Ltd v Barclays Bank plc, including the need for close scrutiny and the principle that dishonesty cannot be inferred from facts equally consistent with honesty. Pleadings which are prolix, vague, irrelevant, embarrassing or vexatious may justify refusal of permission to amend.
4. The discretion to permit amendment requires a broad assessment under the overriding objective. Relevant considerations included the relative lateness of the amendment, the explanation for delay, the clarity and focus of the proposed case, wasted work, additional disclosure, prejudice to the defendants, and prejudice to the claimant if amendment were refused. The approach summarised in CIP Properties (AIPT) Ltd v Galliford Try Infrastructure Ltd and Hague Plant Ltd v Hague was adopted.
5. The proposed pleading was 44 pages long, repetitive, insufficiently focused and unclear about the causes of action and relief sought. It would generate substantial further disclosure and costs disproportionate to the apparent value of the claim. The court declined to provide a further opportunity for redrafting because the claimant had already produced several versions, was professionally represented, and had an adequate existing pleading.
6. The court did not determine the limitation issue, but observed that the claimant would face real difficulties under CPR 17.4(2). The balance of the applications was adjourned for later hearing.

The claim had originally been struck out on 25 April 2014. On appeal, Mr Justice Norris allowed the appeal only to the extent that the claimant could proceed with a claim in deceit. The contract and conspiracy claims remained struck out. The present judgment refused permission for further amendment.