Henderson & Jones Limited v Stephanie Chambers & Anor

Summary judgment should be refused where the defence has a realistic prospect of success or where another compelling reason requires a trial. The court must consider evidence reasonably expected to be available at trial and must avoid conducting a mini-trial.

Procedural fairness is especially important where a vulnerable litigant has produced substantial evidence in response to a summary judgment application. A party should not introduce an unheralded alternative case through skeleton argument. Challenges to a voluntary liquidation based on an alleged absence of consent may require oral evidence and cross-examination. The procedural-irregularity principle does not validate a liquidation where no proper effort was made to follow protective procedures or where the same result was not inevitable.

Henderson & Jones Limited, an assignee of claims purportedly transferred by the liquidator of The Priors Group Limited, brought proceedings against Stephanie and Alastair Chambers concerning payments made from the company’s bank account. The pleaded claims included breaches of trust and fiduciary duties, transactions at an undervalue and unlawful preferences.

The Applicant applied for summary judgment on the company claims. The Respondents disputed the validity of the creditors’ voluntary liquidation and the assignment, and maintained that the payments were legitimate business expenditure. They also relied on substantial further documentary evidence served in response to the summary judgment application.

The central issues were whether the Respondents had a realistic prospect of defending the claims and whether there were other compelling reasons for the issues to be determined at trial.

1. Summary judgment dismissed. The Respondents had realistic prospects of defending the Company claims in their entirety. There were also compelling reasons for the whole case, including the Liquidator claims, to proceed to trial.
2. The court applied the principles under CPR r. 24.3. It considered whether the defence was realistic rather than fanciful, avoided a mini-trial, and took account of evidence reasonably expected to be available at trial. The Applicant bore the burden of showing both that there was no real prospect of success and that there was no other compelling reason for trial.
3. The Respondents’ December 2025 evidence was admissible as evidence in answer under CPR 24.5. Excluding it would have been inconsistent with the overriding objective, including the need to deal with cases justly, maintain equality of footing, permit full participation and enable the parties to give their best evidence. This was particularly important because Mr Chambers was a vulnerable litigant.
4. The challenge to the validity of the CVL raised a substantial factual issue. Applying the principles explained in Quereshi (as liquidator of Edgware Constitutional Club Limited) v Association of Conservative Clubs Limited [2019] EWHC 1165 (Ch), procedural concessions are unavailable where no effort was made to follow the protective procedure, and the same result must have been inevitable. Those conditions were not established. The issue of Mrs Chambers’ knowledge and consent required oral evidence and cross-examination.
5. The validity of the CVL could affect the validity of the assignment. The assignment raised further issues concerning authority and ratification which could not properly be resolved summarily.
6. The Applicant’s alternative summary judgment case was procedurally unfair because it was introduced only through skeleton argument. Personal expenditure from the company account was not necessarily misfeasant. Whether the payments constituted misfeasance required multifactorial analysis of the evidence as a whole, including payments made by the Respondents personally for company purposes. It would be unjust to isolate selected payments without a full trial.
7. The trial was adjourned to allow proper analysis of the newly disclosed material, consideration of its effect on the claims, evidence in reply and updating of the Applicant’s analysis. Costs and consequential relief were reserved for a later hearing.

First-instance decision. The judgment records earlier procedural orders and adjournments, including orders made by Deputy ICC Judge Parfitt, ICC Judge Agnello KC and ICC Judge Greenwood, but no appellate decision.