A.M.1. Consulting Limited v SS Technology Consultancy Limited

Specific disclosure in insolvency-related proceedings is available, but the jurisdiction is exercised sparingly. The court must consider relevance, proportionality and the overriding objective against the summary and urgent nature of winding-up proceedings.

Disclosure should not be ordered as a fishing expedition to develop an inchoate or speculative claim lacking particularity. A party seeking disclosure must identify a coherent claim and show why the documents materially assist the issue before the court. Disclosure may be refused where the dispute can be justly resolved without it.

A.M.1. Consulting Limited applied under CPR 31.12 and rule 12.27 of the Insolvency Rules 2016 for specific disclosure of invoices and bank statements relating to subcontracted services. It also sought interim restraint of presentation of a winding-up petition.

The disclosure was sought in the context of a dispute concerning unpaid invoices and alleged cross-claims arising from the involvement of SS Technology Consultancy Limited, Orbrick Consulting PVT Limited, Sky Advisory Services Limited and a former consultant. By the hearing, SS had provided an undertaking not to present a petition and the dispute concerned only the invoices and bank statements.

The central issues were whether disclosure was relevant and proportionate, and whether it would improperly turn the summary insolvency process into a substantial investigation.

1. The court admitted SS’s late witness statement. The deadline had been imposed on the court’s own initiative. Under CPR 3.3(5)(a), SS could apply to vary the order, and the restrictions in CPR 3.1(7) did not apply in the circumstances identified in Haley v Siddiqui [2014] EWHC 835 (Ch). Any required extension or relief from sanction was granted because the delay was slight, justified and not serious or significant.
2. Following Superdrug Stores Plc v Protein World Ltd [2023] 7 WLUK 547, the court accepted that it had jurisdiction to order specific disclosure in insolvency proceedings. That jurisdiction is exercised sparingly. Winding-up proceedings are summary, require speedy resolution and do not ordinarily involve a full and detailed enquiry. The need for a substantial enquiry may itself indicate a bona fide dispute on substantial grounds.
3. The present application was a fishing expedition. AM1’s case had repeatedly changed from termination of the contractual relationship, to deceit and substandard service, to breach of fiduciary duty, and finally to unlawful means conspiracy. It was unclear how SS was liable for alleged wrongdoing by Mr Bhinde or Sky. The claim was therefore inchoate, speculative and insufficiently particularised.
4. Disclosure of SS’s bank statements was independently refused. Evidence that SS had paid Orbrick was not shown to be materially relevant to rescission or termination of the AM1–SS contract, or to the alleged fiduciary-duty claim against Mr Bhinde or Sky.
5. The application for specific disclosure was refused. The interim restraint application was unnecessary because SS had undertaken not to present a winding-up petition. The winding-up hearing was adjourned pending a hearing to determine whether the alleged debt was disputed on substantial and bona fide grounds. Costs were reserved for written submissions.