SDI Retail Services Ltd v The Rangers Football Club Ltd (Rev 1)

Disclosure should be ordered where the issue is a key issue arising on the pleadings, resolution requires contemporaneous documents, and undisclosed documents are likely to be both relevant and important to resolving the claim fairly. The scope of disclosure must reflect the pleaded case and the issues, including alternative counterfactuals. Where Scots law is said to apply but no clear issue of Scots law appears on the pleadings, expert evidence is premature; the court may instead allow the party time to identify and plead the relevant principles. Costs budgets must be reasonable and proportionate for the particular case. The court may reduce even agreed figures where they exceed that standard.

This was a case management conference in proceedings between SDI Retail Services Limited and The Rangers Football Club Limited. The court determined outstanding issues concerning disclosure, expert evidence and costs budgets.

The disclosure disputes concerned the scope of third-party disclosure, documents relevant to knowledge and inference, the date range for material concerning a supporter boycott, custodians and search terms. The parties also disagreed whether expert evidence of Scots law was appropriate and disputed aspects of their costs budgets.

1. Disclosure. The court applied the principles identified in Lonestar Communications Corp LLC v Kaye, [2020] EWHC 1890. Disclosure is appropriate where the issue is key on the pleadings, must be decided by reference to contemporaneous documents, and the documents are likely to be both relevant and important to a fair resolution. The pleaded counterfactual was broad enough to include third-party interests in acquiring any of the Offered Rights, not merely interests in becoming Rangers’ retail partner. The proposed amendments to Disclosure Issue 13 were therefore accepted.
2. Documents showing what Rangers or Elite thought SDIR knew could materially assist the court in deciding whether knowledge should be inferred from documents which recipients had not created for themselves. Model D disclosure was ordered. Disclosure was also ordered of missing management accounts from November 2014 onwards concerning the effect of a supporter boycott. Mr Steedman, Mr King and Mr Murray were directed to act as custodians for specified issues, and “replica” was accepted as a search keyword.
3. Expert evidence. Although the Elite/Hummel Agreement might be governed by Scots law, no clear issue of Scots law emerged from the pleadings. The court would proceed on the basis that English law was the same as Scots law. Expert evidence of Scots law was not ordered, but Rangers was given 21 days to plead any principles on which it intended to rely, with SDIR having 28 days to respond.
4. Costs budgeting. The court applied the requirement that budgeted costs fall within the range of reasonable and proportionate costs, referring to §12 of PD3E and Yirenki v Ministry of Defence, [2018] EWHC 3102. The exercise requires a figure for each phase of the proceedings. The court reduced several figures in both parties’ budgets, including figures which had been agreed between the parties, because they were not reasonable and proportionate for this case.
5. The provisional reduction of Rangers’ expert-report budget to £300,000 was confirmed in the addendum. The claim-management directions and costs budgets were to be reflected in an agreed draft order.