Hideko Suzui v Kayoko Suzui

Where a claimant seeks company books and records and the defendant supplies them only after proceedings begin, the court may treat the claimant as having succeeded for costs purposes. The court should assess whether the claim would have resulted in the requested order when issued, rather than quantify the documents eventually produced. Serious allegations raised on disputed witness evidence should not ordinarily determine a costs application without cross-examination or other appropriate directions. Costs generally follow the event, although the court retains discretion as to the basis and amount of the order.

The claimant and defendant were equal shareholders and the only directors of three restaurant companies. The claimant sought access to company books and records under section 388(1)(b) of the Companies Act 2006 and/or the common law.

The defendant initially agreed to provide the documents, then refused. The claimant issued proceedings on 4 July 2023. The defendant subsequently provided the requested documents before the substantive hearing, but disputed liability for the claimant’s costs. The issue before the court was the appropriate costs order, including whether the claimant would have obtained the requested order and whether disputed allegations of misconduct affected costs.

The claimant was entitled to her costs of the document-access proceedings on the standard basis.

1. The defendant had not provided all requested documents when the claim was issued. The later production of the documents amounted in substance to conceding the claim and did not prevent the claimant from being treated as the successful party.
2. The court considered that it would have exercised its discretion under section 388(1)(b) of the Companies Act 2006 in the claimant’s favour. The requests were neither unreasonable nor excessive, having regard to her position as an officer of the companies and the disputes between the parties. It was not a defence to require repayment of money before providing company records.
3. The court declined to determine serious allegations of dishonesty and theft on conflicting witness statements. Applying the approach illustrated by Long v Farrer & Co [2004] EWHC 1774 (Ch), evidence in a witness statement could not be rejected unless wholly incredible. No cross-examination had been directed, so the allegations could not properly affect the costs decision.
4. Under CPR 44.2, costs should follow the event. The court rejected an indemnity basis but considered the standard basis appropriate. The costs were sent for detailed assessment unless agreed.