IAN COLIN WORMLEIGHTON v MICHAEL R. HAMMERSLEY & ANOR.

The review jurisdiction cannot be used to give a party a further opportunity to re-run arguments already determined. A change of circumstances is required, and arguments overlooked or not previously advanced do not ordinarily justify review. A consequential application also fails where the relief sought was contingent on an earlier application that had been dismissed. Summary judgment is appropriate where an application has no real prospect of success. The court will not direct a coordinated review merely because a dispute concerns documents governed by foreign law, particularly where the relevant issues have already been determined and can be addressed on appeal.

The joint liquidators of Paragon Offshore plc applied to strike out or summarily dismiss applications made by Michael Hammersley. Those applications sought distributions in relation to a Securities Fraud Claim and a Merger Claim, a coordinated review involving the English and Delaware courts, and permission to cross-examine two witnesses.

The applications arose from earlier proceedings concerning the validity of a Loan Note Instrument, the Fifth Plan and the UK Implementation Agreement. The central issues were whether the claims had already been determined, whether any change of circumstances justified review, and whether the applications had any realistic prospect of success.

1. Applications dismissed. The Consequentials Application and Coordinated Review Application disclosed no grounds and had no realistic prospect of success. The cross-examination application therefore also failed.
2. The Securities Fraud Claim had been subordinated and then discharged under section 10.3 of the Fifth Plan. The earlier determination concerning the Loan Note Instrument and that claim was res judicata. The consequential relief sought was in substance a repetition of relief sought in the dismissed Revised Rule 14.11 Application.
3. The review jurisdiction requires a proper basis, including a material change of circumstances where that is relied on. A party cannot obtain review merely by advancing arguments overlooked or not thought of at the original hearing, or by seeking to re-run arguments that failed. The alleged filing injunction and the Delaware transcript did not establish any relevant change of circumstances.
4. The court’s inherent jurisdiction over trust property did not permit the reopening of matters already determined. Nor could arguments concerning construction of the Fifth Plan, the UK Implementation Agreement or the Loan Note Instrument be recast as consequential relief or review applications. Any challenge to the earlier determinations was a matter for appeal.
5. The Merger Claim had no evidential basis. The Fifth Plan provided for a debt-for-equity swap under which equity was distributed to specified creditors, with no shares retained by Paragon Parent. The contemporaneous documents showed that Borr’s tender offer was for all shares in New Paragon and did not establish any undervalue claim.
6. The applications were declared totally without merit. The court indicated, subject to submissions, that costs should follow the event.

The judgment records earlier first-instance judgments in the same proceedings, including the dismissal of the Revised Rule 14.11 Application and refusal of permission to appeal. No successful appeal was recorded. Those same-litigation decisions are not treated as cited authorities in this package.