Yodel Delivery Network Limited v Jacob Corlett & Ors

For an interim injunction, the court compares the remedies available to both parties and selects the course likely to cause the least irremediable prejudice. The applicant’s limited assets matter to the cross-undertaking, but the respondent need not prove an intelligent estimate of loss before the risk of uncompensated loss can be considered. Fortification principles do not impose the same evidential burden on the original injunction application. The practical status quo is not necessarily the former state of affairs: an ongoing reorganisation may be the relevant status quo. On appeal, the court reviews rather than substitutes its discretion unless a recognised error or exceptional aberrancy is shown.

Yodel disputed the authenticity and enforceability of a warrant instrument under which Shift and Corja claimed rights to subscribe for substantial numbers of Yodel shares. After InPost acquired control of Yodel’s shareholder and began implementing a transformation plan for Yodel, Shift and Corja applied for injunctions restricting the plan pending trial of a preliminary issue concerning their entitlement to shares.

The Deputy High Court Judge held that there was a serious issue to be tried but refused relief. He considered damages an adequate remedy, found the applicants’ cross-undertakings inadequate, and concluded that the balance of convenience favoured Yodel: [2025] EWHC 1435 (Ch). Shift and Corja appealed, challenging those conclusions and the approach to the evidence of Yodel’s likely loss.

1. Appeals dismissed. The appellate court’s function was one of review. It could interfere with the discretionary refusal of an interim injunction only for an error of principle, a material misunderstanding or omission, a demonstrably wrong factual inference, a sufficiently aberrant decision, or a material change of circumstances. It was not entitled to substitute its own discretion merely because it might have reached a different conclusion, applying [1983] 1 AC 191.
2. The Judge was entitled to find that damages would be an adequate remedy for the applicants under the principles in [1975] AC 396. In light of InPost SA’s proposed guarantee, there was no real doubt that any assessable loss could be recovered. The possibility of some unquantifiable loss did not require an injunction where proper compensation for assessable loss remained available.
3. The applicants accepted that Corja had no substantial assets and that Shift’s cross-undertaking had no substance. The evidence showed a very real prospect that an injunction would cause Yodel substantial losses, including continuing operating losses and possible customer losses, for which Yodel could not recover compensation. In assessing the adequacy of the cross-undertaking, the court was not required to apply the distinct criteria used on an application for fortification. The respondent’s failure to adduce evidence of likely loss may count against it, but the respondent bears no legal burden to prove loss or to provide evidence permitting an intelligent estimate of its quantum.
4. The balance of convenience favoured Yodel. The transformation plan was already being implemented and therefore represented the practical status quo. Yodel required reorganisation and third-party funding, while the proposed injunction would effectively subject its directors’ decisions and continued borrowing to the applicants’ consent. The applicants had supplied little detail and no evidence as to how they would operate Yodel or repay the debt if successful. Those matters were relevant because the injunction was sought to enable implementation of their own plan.
5. The guarantee meant that the applicants could recover compensation for assessable loss, whereas Yodel faced likely uncompensated loss if restrained. The Judge was therefore correct to refuse the injunction as the course likely to cause the least irremediable prejudice, applying [2009] UKPC 16. The proposed consent mechanism and liberty to apply did not alter the essentially binary choice between allowing or preventing the transformation plan as a whole.

• Court of Appeal (Civil Division) — appeals dismissed. The court upheld the refusal of interim injunctions and the associated conclusions on damages, the cross-undertakings and the balance of convenience.
• High Court of Justice, Business and Property Courts, Business List (ChD) — the Deputy High Court Judge found a serious issue to be tried but refused the injunction applications: [2025] EWHC 1435 (Ch). An expedited trial of the preliminary issue was directed.