The Serendipity Centre Limited v Susan Tinson

Specific disclosure orders must be construed by reference to their actual language. Where an order requires production of a full file relating even in part to a specified matter, a party cannot narrow the obligation by applying the relevance test for standard disclosure, unless the order itself permits that limitation.

Legal professional privilege cannot be asserted against a person who was lawfully aware of the contents of the legal advice when it was obtained. A shareholder’s status alone does not prevent a company from asserting privilege, but the privilege must otherwise be established. A privilege claim must identify the documents and state the grounds sufficiently to explain the claim.

The claimant sought recovery of an alleged director’s loan from the defendant. The defendant applied for relief alleging non-compliance with an earlier County Court order requiring the claimant to obtain and disclose the full Bond Dickinson file relating to the loan agreement between specified dates.

The claimant had disclosed documents received from its former solicitors but withheld others as irrelevant or privileged. The defendant challenged that approach, sought further disclosure and asked for the disclosure period to be extended. The claimant sought variation of the earlier order. The central issues were the construction and implementation of the specific disclosure order, privilege as between the company and its former sole director, the adequacy of the privilege description, and whether the order should be varied or extended.

1. Construction of the disclosure order. The order made by HHJ Glen was an order for specific disclosure under CPR rule 31.12, not standard disclosure under CPR rule 31.6. Its scope was determined by the words used. The phrase “the full file”, reinforced by the later recital that the order was not conditioned by relevance, required disclosure of the whole file which related even in part to the loan agreement, subject to the stated date range and any properly established privilege. The claimant’s exclusion of documents considered irrelevant therefore constituted non-compliance.
2. Privilege. The relevant exception concerned privilege as against the defendant, not privilege against third parties. The claimant could not establish confidentiality against the defendant in respect of advice obtained when she was the sole director, gave the instructions and received the advice. A document cannot be withheld as privileged from a person already lawfully aware of its contents. The fact that the advice remained confidential against the rest of the world did not alter that conclusion.
3. The court nevertheless held, following Jardine Strategic Ltd v Oasis Investments II Master Fund Ltd (No 2) [2025] AC 1558, that shareholder status alone would not prevent the company asserting legal advice privilege if privilege were otherwise established. That issue did not affect the result.
4. Privilege description. The claimant’s bare statement that documents were withheld on grounds of legal professional privilege was inadequate under CPR rule 31.19(3) and the relevant practice direction. A compliant list should identify the documents and state the grounds, without revealing the substance of the advice. The court did not need to determine the point further because the privilege claim failed on confidentiality.
5. Former solicitors’ file. The order bound the claimant, not Womble Bond Dickinson. The court accepted, on the information available, that internal communications, drafts and working papers, accounting records and internal file-management records ordinarily belonged to the solicitors. The category of documents relating to other clients required further investigation. The claimant was directed to obtain details and provide them to the defendant, who could restore her application.
6. Variation and extension. The claimant’s application to vary the order was dismissed. CPR rule 3.1(7) did not justify revisiting the original order absent a material change of circumstances or a misstatement of facts. The defendant’s application to extend the date range before May 2013 was also refused for want of evidence establishing necessity.
7. The defendant’s application was allowed to the limited extent that the claimant had to produce the remaining documents supplied by Womble Bond Dickinson without withholding them on privilege grounds and obtain further information about the fifth withheld category.

The judgment records that the claim and three related claims were transferred from the County Court at Southampton to the High Court by order dated 28 November 2025. It was not an appeal.