Stuart Wells v Paul Hornshaw & Ors

For the purposes of CPR rule 36.12, a case is decided when all issues in it have been determined and no further trial is required. This remains so where final relief establishes machinery for matters such as valuation to be completed without further judicial determination. The possibility of procedural directions, supervision of an expert determination, or a fresh challenge does not keep the original claim alive. A Part 36 offer therefore cannot be accepted after the case has been decided, even if implementation of the relief remains outstanding.

The petitioner brought an unfair prejudice petition under section 994 of the Companies Act 2006. Following trial, the court found limited unfair prejudice because the petitioner’s shares had not been valued in accordance with the contractual mechanism, and ordered a fresh expert valuation. The respondents’ counterclaim was dismissed.

The petitioner sought to accept a Part 36 offer several months after judgment, while the valuation remained ongoing. The issue was whether the proceedings constituted a split-trial case under CPR rule 36.12, so that the offer remained open for acceptance.

1. Application dismissed. The Part 36 offer was no longer open for acceptance when the petitioner sought to accept it on 22 April 2024.
2. CPR rule 36.12 applies where there has been a trial but the case has not been decided within the meaning of rule 36.3. Under rule 36.3(e), a case is decided when all issues have been decided, whether at one or more trials. Rule 36.3(c) defines trial broadly, including a trial of liability, quantum, or another issue.
3. The relevant question is whether a further trial is required. The original petition and counterclaim had been finally determined. The order following the consequentials hearing established the final relief: the shares were to be sold at the price determined by the expert, with the parties’ obligations triggered by delivery of the valuation report.
4. The continuing valuation did not mean that issues in the petition or counterclaim remained undecided. Nor did liberty to apply, limited supervisory jurisdiction over the expert, or the speculative possibility of a future challenge alter that conclusion. Those matters concerned implementation or a possible new claim, not a further trial of the original issues.
5. The court rejected the submission that fairness or predictability required the offer to remain open. Part 36 is designed to allow a party to avoid judicial determination by accepting an offer. Once determination has occurred, the offeree must accept the consequences, which may include the effects of CPR rule 36.17.

This was a first-instance decision. The judgment records earlier directions and the court’s earlier judgment following the trial, but no appeal.