The Interactive Media Group Ltd, Re

Specific disclosure is not a means of discovering or constructing an unpleaded case. Under CPR r.31.12, an applicant must show prima facie that identified documents are relevant to a pleaded issue and are, or have been, in the respondent’s control. The court must also apply the overriding objective and proportionality. For a valuation-based unfair-prejudice petition, a request relying on a different valuation date or an add-back must identify the conduct said to affect value, its effect, and the valuation mechanism. Existing, non-existent or liquidator-controlled documents, requests spanning unpleaded entities or irrelevant periods, and requests aimed at creating an unpleaded head of loss do not justify specific disclosure. A section 994 petition must identify the conduct of the company’s affairs precisely; portmanteau allegations conflating directors, liquidators and personal transactions are unacceptable.

This was a first-instance decision on Mr Richard Padun’s application for specific disclosure against Mr Neil Dickinson in a surviving unfair-prejudice petition concerning a group of companies. The petitioner sought extensive financial, transactional and other records to support a proposed valuation of his shares in the parent company and investigate alleged extraction of business and value.

An earlier strike-out and summary judgment decision, [2024] EWHC 528 (Ch), found that the petitioner had not shown a real prospect of proving that his shares had more than nominal value, but directed a valuation-focused amendment process. Permission to amend was later granted, and the disclosure application followed after the petitioner alleged that information requests had not been met.

The issues were whether the requested documents were relevant to pleaded issues, in the respondent’s control and proportionate, and whether post-liquidation conduct could fall within the conduct of the company’s affairs for a section 994 petition.

The specific disclosure application was dismissed. The order had been made on 18 May 2026, with costs and consequential matters left for submissions.

1. Under CPR r.31.12, the applicant had to establish at least a prima facie case that the documents were relevant to a pleaded issue and were, or had been, in the First Respondent’s possession or control. The court also had to consider the overriding objective and proportionality. The court applied the principles in City of Gotha v Sotheby’s [1998] 1 WLR 114, Harrods Ltd v Times Newspapers Ltd [2006] EWCA Civ 294, Soriano v SEBDO [2022] EWHC 3370 (KB), Portman Building Society v Royal Insurance Plc [1998] PNLR 672 and Henderson v Overall unreported, 13 December 2001.
2. The application failed those requirements. Much of Category A had already been disclosed. Other documents did not exist as discrete documents or were under the control of liquidators. The requests also extended to unpleaded companies, periods after liquidation and categories insufficiently connected with the pleaded valuation issues.
3. Where disclosure is sought to support an alternative valuation date or an add-back approach, the applicant must identify the conduct said to have affected share value, explain how it affected value, and outline the mechanism or methodology for translating that effect into a valuation adjustment. The court applied Profinance Trust SA v Gladstone [2002] 1 WLR 1024 and Scottish Co-operative Wholesale Society Ltd v Meyer [1959] AC 324, but found that no such coherent case had been pleaded or evidenced.
4. As a separate analysis, the court held that post-CVL acts by independent liquidators and the First Respondent’s personal acquisitions were not conduct of IMG’s affairs by him for the purposes of section 994 of the Companies Act 2006. On the appointment of the liquidator, the directors’ powers ceased under section 91(2) of the Insolvency Act 1986. The parent/subsidiary principle required practical control, and no pleaded member-use or control nexus existed. The court expressly declined to dismiss the application on this narrow basis, so this analysis was not necessary to the outcome.
5. The portmanteau pleading, which conflated acts of directors, subsidiaries, liquidators and individuals, was unacceptable. The breadth of Categories B and C, their lack of a properly pleaded valuation or loss methodology, and the unreasonable manner in which the application had been pursued made further disclosure disproportionate. The application was therefore dismissed.

This was a first-instance decision. The judgment describes the following earlier procedural stages:

• High Court: An earlier strike-out and summary judgment decision concerning the IMG petition is reported at [2024] EWHC 528 (Ch) . The petition was not finally dismissed at that stage; the petitioner was directed towards a valuation-focused amendment.
• High Court: Permission to amend was later granted by Deputy ICC Judge Schaffer, with liberty for a specific disclosure application and possible renewed summary judgment or strike-out applications.
• High Court (Insolvency and Companies List): The specific disclosure application was dismissed. No appeal is stated in the judgment.