Segulah Medical Acceleration AB & Ors v Akhilesh Shailendra Tripathi & Ors

Issues for disclosure concern documents likely to be relevant and important to the fair resolution of the case. They are distinct from issues for trial and should be formulated to assist document review and narrow the scope of disclosure. The court may determine an issue without awaiting amended pleadings where the existing pleadings identify the dispute and no proposed amendment has been indicated. A Model C request should capture communications within the parties’ agreed issue, while avoiding an unnecessarily broad request for all documents concerning a person’s role. Communications relating to an individual’s conduct as a company director may appropriately include conduct by commission or omission, provided the request remains tied to the relationship or issue in dispute.

The judgment concerned two outstanding issues arising from a costs and case management conference in a petition under Companies Act 2006, section 994. The parties had substantially agreed the Disclosure Review Document but disputed the formulation of one disclosure issue and the wording of seven associated Model C requests.

The first issue concerned the first respondent’s alleged facilitation of a secondary share sale involving a named shareholder. The second concerned communications relating to seven individuals appointed as company directors. The court had to decide whether determination of the first issue should await amended pleadings and how broadly the second limb of the Model C requests should be expressed.

1. The court determined both outstanding disclosure issues. Issue 6 was to refer to the first respondent’s role in a secondary share sale of shares registered in the name of Silvie Kent in June 2023, and why he facilitated those sales.

2. Issues for disclosure are distinct from issues for trial. As explained in McParland & Partners Ltd v Whitehead, Practice Note [2020] EWHC 298 (Ch) at [46], they identify matters to which undisclosed documents are likely to be relevant and important for the fair resolution of the case. The existing pleadings placed the alleged facilitation and any related breach of directors’ duties in issue. The first respondent had denied the allegations, and no proposed amendment or alternative formulation had been identified. There was therefore no sufficient reason to defer formulation of Issue 6.

3. For Issue 11, the second limb of each Model C request was to read: “All communications by or on behalf of the First Respondent in relation to (1) the appointment of [name] to SMT’s board and (2) [name’s] conduct as a director of SMT”. This wording properly captured communications concerning the factual conduct of each individual as a director, including conduct by commission or omission.

4. The wording was not impermissibly broad. It did not capture every document relating to an individual’s role in the company because the communications had to be by or on behalf of the first respondent and relate to that individual’s conduct as a director. The requests were thereby limited to communications relevant to the agreed issue concerning the relationship between the individual and the first respondent.

5. The parties were given permission to substitute an agreed revised formulation if they considered that it better reflected their intentions.

Not an appeal. The judgment determined two outstanding disclosure issues arising from a costs and case management conference in the High Court proceedings.