Paul Lorimer-Wing v Idrees Hashmi

Permission to appeal requires a real prospect of success or another compelling reason. An appeal is not an opportunity to re-run factual findings or introduce an unpleaded case requiring evidence that was not called at trial.

In an unfair-prejudice petition, a reasonable offer to buy out a minority shareholder may affect the assessment of unfairness or costs. The issue must, however, be properly raised and supported by appropriate evidence. A purported offer which does not satisfy the relevant requirements cannot establish the defence. The existence of an admissible informal offer does not compel the court to reserve costs until a later valuation stage.

Idrees Hashmi presented a petition under section 994 of the Companies Act 2006 concerning the affairs of Fore Fitness Investments Holdings Ltd. The trial judge found unfair prejudice, including unlawful removal as a director, exclusion from company information and termination of a consultancy agreement, and ordered Paul Lorimer-Wing to purchase Mr Hashmi’s shares at fair value.

Mr Lorimer-Wing sought permission to appeal on 13 grounds and appealed, with permission, against the liability costs order. The central issues were whether an alleged buy-out offer should have defeated or affected the unfair-prejudice claim and whether the costs should have been reserved pending valuation.

1. Permission application. The application was refused. Under CPR 52.6, none of the grounds had a real prospect of success and there was no other compelling reason for an appeal.
2. An appellate court must respect the trial judge’s findings of fact, evaluations and inferences. The principles stated in Fage UK Ltd v Chobani UK Ltd [2014] EWCA Civ 5 applied with particular force. The proposed grounds sought largely to re-argue the trial evidence or raised points which could not affect the result.
3. The alleged reasonable offer had not been pleaded and there was no valuation evidence by which its reasonableness could have been assessed. The judge was entitled to exclude or reject the point at the liability trial.
4. The letter relied on did not satisfy the applicable requirements identified in O’Neill v Phillips [1999] 1 WLR 1092. It was part of an asserted process under the company’s articles, treated Mr Hashmi as a bad leaver, and was not intended to be a genuine reasonable offer. A later reasonable offer could have costs consequences, but would not alter an earlier unfair event.
5. Arguments concerning information, missed meetings, consultancy termination and the absence of a general meeting could not affect the outcome. The finding of unlawful removal as director independently established unfair prejudice, and the remaining findings were not essential.
6. Costs appeal. The appeal was dismissed. The costs decision was discretionary. Under CPR 44.2, an admissible informal offer was a relevant consideration, but did not require the court to reserve costs pending the quantum trial. Langer v McKeown [2021] EWHC 451 (Ch), upheld on appeal, supported an issues-based costs approach.
7. The judge had taken the alleged offer and associated valuation material into account and was entitled to order Mr Lorimer-Wing to pay the liability-stage costs, while deferring detailed assessment and payment on account until valuation.

• Chancery Appeals (ChD): Chief ICC Judge Briggs found unfair prejudice and ordered the Appellant to purchase the Respondent’s shares at fair value in orders dated 21 June 2023 and 20 July 2023.
• High Court: Miles J granted permission to appeal against the costs order but refused permission on the other grounds on 2 November 2023.
• Chancery Appeals: Permission on the renewed application was refused and the costs appeal was dismissed.