Lloyds Developments Limited v Accor Hotel Services UK Limited

A principal may require a former agent to provide access to business documents stored on a personal device, subject to a proportionate process protecting private, confidential and privileged material. The possibility that relevant deleted messages may be unrecoverable does not, without more, make forensic recovery disproportionate, particularly where dishonesty is a central issue. Article 8 privacy rights require a balancing exercise, not automatic refusal of inspection. A contractual obligation to provide reasonable assistance may require delivery of devices where necessary to comply with disclosure obligations. The court may also order delivery of devices and passwords under CPR 31.17, supported by section 34(2) of the Senior Courts Act 1981, with appropriate safeguards.

Lloyds sought orders requiring two former directors, Rishipal Singh and Richard Diamond, to provide mobile devices to an Independent Reviewer. The review was intended to identify relevant WhatsApp, iMessage, SMS and other instant messages, including potentially deleted messages, for disclosure in Lloyds’ deceit claim against Accor Hotel Services UK Limited.

The applications arose from earlier disclosure orders, including an order requiring Lloyds to procure delivery of the devices. The directors resisted on grounds including privacy, confidentiality, privilege, alleged substantial compliance, and the uncertain prospects of recovering deleted messages. Lloyds relied on common-law agency rights, contractual obligations under a Funding Agreement, and CPR 31.17.

1. Common-law right. A principal’s right to inspect documents relating to its affairs survives termination of the agency and extends to information stored electronically. The fact that relevant material is mixed with irrelevant personal material does not itself defeat inspection. The process must protect Article 8 privacy interests and remain reasonable and proportionate, as explained in Phones 4U (In Administration) v EE Ltd and Others and Nix v Emerdata Ltd.
2. The directors’ prior provision of some access did not amount to substantial compliance. Recoverable deleted messages remained within their control and could be relevant, particularly because allegations of dishonesty were central. The evidence showed unpredictability, not a sufficiently established probability of failure. Delivery to an Independent Reviewer, subject to search and confidentiality safeguards, was proportionate.
3. The Funding Agreement required the directors to provide all reasonable assistance and comply with reasonable requirements made for the conduct of the proceedings. That obligation required them to provide the phones so that Lloyds could comply with its disclosure obligations. The directors were in breach of clause 4.1. Clause 4.3 also required reasonable access to relevant documents, although it was unnecessary to decide that issue.
4. Although unnecessary to the result, the court held that CPR 31.17 would have supported the order. The requirement in rule 31.17(3)(a) was satisfied because the directors’ own case was that relevant material would support Lloyds’ case. Section 34(2) of the Senior Courts Act 1981 was broad enough to permit production of devices, passwords and related access conditions, together with safeguards comparable to those used for imaging orders.
5. The common-law and contractual claims succeeded, and the Part 8 claim and CPR 31.17 application succeeded. The directors were ordered to pay 80% of Lloyds’ costs and 80% of Accor’s costs. Lloyds was jointly and severally liable for Accor’s costs only if the directors failed to pay within 21 days, with a corresponding indemnity obligation from the directors.

First-instance decision. The judgment describes earlier disclosure and case-management orders, including the order of Alexander Nissen KC dated 20 January 2026, but no appeal from that decision was determined in this judgment.