Iryna Gordiy v Jekaterina Dorofejeva & Anor

A claimant must identify a viable cause of action and plead the essential facts supporting it. An untrue statement made to a third party does not ordinarily found a claim in deceit by someone who was not its recipient and did not rely on it. A possible claim for causing loss by unlawful means requires, among other matters, an allegation that the defendant acted with the intention of causing the claimant loss. Strike out may be appropriate for vague or legally unsupported allegations, while disputed facts should not generally be resolved summarily. A jurisdiction clause binds only claims falling within its contractual scope and cannot ordinarily be relied on by a non-party to the contract.

The claimant, acting in person, brought claims arising from the failed sale of her shares in Remeeta Ltd under a share purchase agreement. She alleged, among other matters, that the defendants made inaccurate notifications to the Financial Conduct Authority, concealed changes in Finadvant’s ownership, made misleading statements and promised compensation.

The first defendant applied to strike out the claim and two unverified documents. The second defendant, a Cayman Islands limited partnership, challenged service out of the jurisdiction and the court’s jurisdiction. The central issues were whether the claimant had an arguable claim against either defendant and whether the claim form had been validly served on the second defendant.

1. First defendant’s application. Service of the application at the address stated in the claim form was valid under CPR 6.20(1)(c) and CPR 6.23. In any event, service could have been dispensed with under CPR 6.28. The documents containing no statement of truth were not struck out because the claimant undertook to provide the required statements.
2. Claims for breach of the share purchase agreement could not be brought against the first defendant personally because she was not a party to it. Unparticularised allegations of misleading statements and promises disclosed no arguable case and were struck out. The alleged promise to compensate the claimant was, on the pleaded facts, made on behalf of Finadvant rather than personally by the first defendant. The related claim and claim to recover Finadvant’s judgment debt were therefore struck out.
3. An untrue statement made to the FCA would not ordinarily found a claim in deceit by the claimant because the statement was not made to her and she did not rely on it. However, the authorities recognised a possible tort of causing loss by unlawful means where a defendant dishonestly makes an untrue statement to a third party intending to cause loss to the claimant, and loss results. The claimant had not pleaded that essential intention. An amended pleading would need to identify the statements, their falsity, the defendant’s knowledge or recklessness, the claimant’s reliance where relevant, and the resulting loss.
4. The pleaded claim was struck out in its current form, but the claimant was permitted to consider an application to amend. The court retained the matter because any arguable amended claim would overlap substantially with the facts already investigated.
5. Second defendant’s application. The acknowledgment of service was in time. The claimant could not rely on the jurisdiction clause in the Finadvant shareholders’ agreement: she never became a party to that agreement, no relevant share transfer occurred, and her claims concerned the SPA and FCA notifications rather than the shareholders’ agreement. Permission was therefore required for service out under CPR 6.33(2B)(b) or (c), and had not been obtained.
6. The court declared under CPR Part 11 that the claim form had not been duly served on the second defendant. Any future application to amend and serve out would depend on establishing an arguable claim against the first defendant and satisfying the jurisdictional requirements.

Not stated in the judgment.