Pedriks & Anor v Grimaux

Permission to amend a statement of case should be granted where the proposed amendment has some prospect of success and is maintainable in established law, having regard to the overriding objective and the balance of prejudice. On an interlocutory application, the court assumes that the pleaded facts will be established at trial.

Strike-out and summary judgment are exceptional case-management remedies. They should not be used to resolve disputed factual issues, conduct a mini-trial, or determine legally and factually complex questions where the claim has a real, though possibly improbable, prospect of success. An unusual and fact-sensitive fiduciary relationship between a director and shareholder may be arguable at an early stage.

The claim arose from a mediation settlement agreement concerning the parties’ interests in Ticketpro Ltd and the later sale of its business. The claimants alleged breaches of the settlement agreement, including failures concerning financial information, dividends and sums available for distribution. They also sought to advance claims concerning a promissory note, fiduciary duties and an alleged oral agreement made in 2016.

The claimants applied for permission to amend their Particulars of Claim. The defendant applied to strike out parts of the existing pleading or obtain summary judgment. The issues concerned the status of the second claimant, a contractual account, alleged fiduciary duties, background allegations, the promissory note and the alleged 2016 agreement.

1. Applicable tests. Permission to amend under CPR 17.1 required the proposed amendments to have some prospect of success and to be maintainable in established law. The court had to apply the overriding objective and balance the potential injustice to both parties. The application was determined on the assumption that the pleaded facts would be proved at trial.
2. A claim should be struck out under CPR 3.4(2)(a) only where it disclosed no reasonable grounds and was bound to fail. Summary judgment under CPR 24.2 required the applicant to show that the respondent had no real prospect of success and that there was no compelling reason for trial. The court should avoid conducting a mini-trial and should generally leave credible conflicts of fact to the trial judge.
3. The second claimant did not make a claim or seek relief and was therefore not properly continued as a claimant. Its claim was dismissed, and the proceedings were to continue with the first claimant alone. The proposed amendments consequential on retaining the second claimant were refused.
4. Permission was granted for the contractual account amendment. The proposed account was sufficiently connected with the existing claims, and it was arguable that obligations relating to the unpaid dividend and delayed sale continued up to the eventual sale date.
5. The alleged fiduciary duties were exceptional but fact-sensitive. The court could not conclude at this preliminary stage that the relationship between the parties, their settlement arrangements and the defendant’s control of relevant information could never give rise to fiduciary obligations. Permission was therefore granted for the amendments.
6. The background allegations, the promissory-note amendments and the alleged 2016 representation raised issues requiring factual evidence and full legal argument. They were not suitable for summary determination. The court refused to strike out paragraphs 7–10 and granted permission for the relevant amendments. Allegations already fully settled by the mediation could not be reopened and should not generate disclosure obligations.

Not stated in the judgment.