Ian Charles Hannam v RPA Systems Limited & Anor

When deciding whether to transfer proceedings from the High Court to the county court, the court must consider the factors in CPR r.30.3 and PD57AA. The assessment includes convenience, fairness, the overriding objective, practical arrangements, costs, the procedural stage, and likely delay. Related proceedings involving overlapping people, documents or background facts do not automatically justify transfer where the parties and issues differ. The proposed arrangements must explain how disclosure, evidence and findings would operate across the claims. A late transfer causing wasted costs and substantial delay to a listed trial may be refused.

The petitioner brought a petition under section 994 of the Companies Act 2006 concerning his alleged interests in Pyser Optics Ltd and alleged unfair prejudice in its affairs. The first respondent applied shortly before a case and costs management conference for the liability trial to be vacated and the petition transferred to Central London County Court, where related proceedings were pending or contemplated.

The application relied on alleged factual and evidential overlap, the risk of inconsistent findings, duplication of costs, and the benefits of one judge managing the disputes. The issue was whether transfer would be convenient or fair and would further the overriding objective.

1. Application dismissed. The application to transfer the petition to Central London County Court was dismissed. The petition was permitted to proceed to the five-day liability trial listed for February 2023.

2. The power to transfer proceedings under section 40(2) of the County Courts Act 1984 was not in issue. The court applied the mandatory considerations in CPR r.30.3 and the additional guidance in PD57AA concerning the nature of the claim and specialist judicial availability.

3. The alleged overlap was materially overstated. Much of the common material was admitted or consisted of uncontentious background. The contextual nature of an unfair-prejudice petition did not establish a sufficiently material cross-over with the other claims.

4. The proposed arrangements had not been adequately developed. There was no confirmation that the proposed judge was available and no detailed plan for disclosure, witness evidence or findings in one claim to be used in another. The claims involved different parties and issues. Simply listing them before one judge would not resolve those difficulties.

5. Transfer would cause wasted costs because disclosure had been completed under the High Court arrangements and further case management would be required. It would also derail and substantially delay the listed liability trial. That delay would prolong uncertainty about ownership and shareholder deadlock, causing potential detriment to the company’s business.

6. The court also declined the informal request to transfer some or all of the related proceedings to the High Court. No application for that relief was before the court, and holding up determination of the petition would not be convenient or fair or further the overriding objective.

First-instance decision on an application to transfer a company-law petition from the High Court to the county court. No prior appellate decision is stated in the judgment.