Titan Wealth Services Limited & Anor v Tavistock Investments PLC & Ors

The court may permit an amendment where the proposed case is coherent, discloses reasonable grounds and has a real, rather than fanciful, prospect of success. It should avoid a mini-trial, particularly where disputed facts require disclosure and first-hand witness evidence.

At an early stage of proceedings, delay and additional burden will not ordinarily outweigh the need to determine the real disputes, provided the trial can be accommodated. Inferential pleading is permissible where relevant information is predominantly in the other party’s possession.

A merits challenge is not a jurisdiction challenge where service within the jurisdiction is valid. A connected copyright claim may remain in the Commercial Court where overlapping evidence and issues make joint determination appropriate.

The claim arose from the sale of an investment-management business and subsequent contractual arrangements concerning a model portfolio service. The defendants sought permission to amend their defence and counterclaim, including claims concerning confidential information, trade secrets, copyright and alleged conspiracy, and to join Titan Wealth Holdings Limited.

The claimants applied for summary judgment and/or strike-out of existing and proposed claims. Titan Wealth Holdings also challenged jurisdiction under CPR 11, contending that the claims against it had no real prospect of success. The central issues were whether the jurisdiction challenge was properly characterised, whether the proposed amendments met the applicable threshold, whether the copyright claim should remain in the Commercial Court, and whether the claims should proceed to trial.

1. Jurisdiction. The jurisdiction challenge was dismissed and certified as totally without merit. Titan Wealth Holdings had a UK establishment, so service could be effected within the jurisdiction under Companies Act 2006, s 1139. A challenge based solely on the alleged lack of merit of the claims was a merits application, not a jurisdiction challenge. Titan Wealth Holdings had also submitted to the jurisdiction by addressing the merits while purporting to reserve its position.
2. Amendments. Permission to amend was granted. Under CPR 17.3, the court exercises a broad discretion governed principally by the overriding objective. The proposed case need only have a real, as opposed to fanciful, prospect of success. The court should not conduct a mini-trial or determine disputed factual evidence finally on an amendment application.
3. Delay did not justify refusal. The proceedings remained at a relatively early stage, disclosure had not taken place, and appropriate case management could preserve the trial fixture. The court should allow amendments which meet the merits threshold where doing so enables the true disputes to be determined together.
4. The proposed confidential-information and trade-secret claims were coherent and sufficiently particularised at the present stage. Where there is an imbalance of knowledge, an inferential case may properly be pleaded and developed after disclosure. First-hand evidence from witnesses with contemporary knowledge was materially different from solicitor evidence given only on information and belief.
5. The copyright claim also had a real prospect of success. The pleading alleged copyright subsistence, ownership, copying and infringement, and included a claim for additional damages. The ownership issue could not properly be resolved summarily and was suitable for trial. The claim was sufficiently connected with the other claims to remain in the Commercial Court.
6. The claimants’ summary-judgment and strike-out application was dismissed by agreement following permission to amend. The application for permission to appeal was refused. Costs followed the event: indemnity costs were ordered for the totally without merit jurisdiction challenge, and standard-basis costs for the remaining applications, with £250,000 payable on account.

First-instance decision. No earlier appellate decision was stated in the judgment.