John Seneschall v Trisant Foods Limited & Ors

Where a party seeks to rely on evidence from an independently instructed expert after a single joint expert has reported, the court should ordinarily adopt a staged approach. Questions should first be addressed to the joint expert. If issues remain, the experts should meet before the court finally decides whether further evidence should be admitted or expert attendance required.

A case-management decision may be reversed on appeal where it was made without information which the staged process would have supplied. The court must also give proper weight to evidence that is potentially decisive on a central issue. The choice is not necessarily between admitting the evidence and adjourning the entire trial; proportionate alternatives should be considered.

The appellant brought an unfair prejudice petition under section 994 of the Companies Act 2006. Following a liability judgment, the court directed the parties to use a single joint expert to value the appellant’s minority shareholding.

The joint expert valued the shares at nil. The appellant sought permission to rely on a summary report from another expert, whose methodology produced substantial alternative valuations. The lower court dismissed the application, principally because admitting the evidence would require an adjournment of the forthcoming remedies trial.

The appellant appealed against that order. Permission had also been granted for a separate appeal concerning the subsequent remedies judgment, but that appeal was not determined on this occasion. The central issue was whether the lower court had exercised its case-management discretion correctly and fairly.

1. The appeal against the October Order was allowed. Although the appeal was unopposed, the court was required by paragraph 6.4 of Practice Direction 52A to be satisfied that the lower court’s decision was wrong.
2. The lower court had focused prematurely on whether admitting the second expert’s evidence would require an adjournment. The proper approach was the staged process identified in Daniels v Walker (Practice Note) [2000] WLR 1382: questions to the joint expert should be followed, where material issues remain, by a meeting between the experts before the final decision on further evidence is made.
3. The unresolved dispute was serious and material. It concerned whether a specialist valuation methodology was required for a start-up business. The experts’ meeting might have narrowed the issues sufficiently for the trial to proceed, possibly with the summary report alone or with a limited adjustment to hearing time. The lower court therefore lacked information necessary for a reliable case-management decision.
4. Appellate courts should be slow to interfere with case-management decisions and should respect the generous ambit within which reasonable decision-makers may differ. Intervention is justified where relevant information has not been taken into account, applying the approach illustrated by The Commissioners of Police of the Metropolis v Abdulle & Ors [2015] EWCA Civ 1260 and Piglowska v Piglowski [1999] 1 WLR 1372.
5. The potential evidence was of critical importance to the valuation issue, which was central to the remedies trial. If the choice had been between refusing the evidence and proceeding with the trial, or admitting it and adjourning, the latter was the least worst option and carried the lower risk of injustice.
6. The intended appeal against the Remedies Judgment was left for separate directions. The appellant was invited to propose directions for its expeditious determination.

• High Court, Chancery Appeals: ICCJ Greenwood dismissed the appellant’s application by order dated 30 October 2023. Mr Justice Adam Johnson allowed the appeal against that order.
• Permission to appeal: Leech J granted permission on 19 March 2024, giving reasons in [2024] EWHC 1049 (Ch). The permission was conditional on permission also being granted for an appeal against the Remedies Judgment.
• Separate remedies appeal: ICCJ Greenwood granted permission on 26 April 2024. That appeal was not determined in the present judgment.