Gable Insurance AG v William Dewsall & Ors [2026] EWCA Civ 851

[2026] EWCA Civ 851Case No CA-2025-003188
IN THE COURT OF APPEAL (CIVIL DIVISION)
[2025] EWHC 2280 (Ch)
ON APPEAL FROM THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
BUSINESS LIST (ChD)
Robin Vos (sitting as a Deputy High Court Judge)
Venue Royal Courts of Justice, Strand, London, WC2A 2LLDate 03/07/2026
Before
LORD JUSTICE NEWEYLADY JUSTICE ASPLINLORD JUSTICE BAKER
Between
GABLE INSURANCE AGClaimant/
Stephen Auld KC, Imran Benson and Jade Fowler (instructed by HF Limited) for AppellantThe Respondent appeared in person for in personHearing Hearing date: 23 June 2026
Approved JudgmentThis judgment was handed down remotely at 10.30am on 3 July 2026 by circulation to the parties or their representatives by e-mail and by release to the National Archives..............................
[1]This appeal, from a decision of Mr Robin Vos (“the Judge”), sitting as a Deputy High Court Judge, raises a single issue: was the Judge wrong not to find that certain breaches of duties as a director of the appellant, Gable Insurance AG (“GIAG”), committed by the respondent, Mr William Dewsall, were dishonest?

The facts

[2]This section of this judgment is mostly derived from the Judge’s judgment (“the Judgment” – [2025] EWHC 2280 (Ch)).[3]GIAG, a Liechtenstein company, carried on business as an insurance underwriter. It was regulated by the Liechtenstein Financial Market Authority (“the FMA”).[4]GIAG was owned by Gable Holdings Inc (“GHI”), a Cayman Islands company whose shares were listed on AIM. Mr Dewsall was GHI’s largest individual shareholder with in the region of 20% of its shares. He was also the chief executive officer of the Gable group and a director of both GHI and GIAG. While, however, Mr Dewsall had effective day-to-day control over GIAG, both it and GHI had other board members, too.[5]Another company associated with Mr Dewsall, Hogarth Underwriting Agency Limited (“Hogarth”), provided GIAG with underwriting and claims handling services. The companies entered into two written underwriting and claims handling agreements in respect of these. The earlier of them was dated 29 June 2010 but that was later superseded by an agreement dated 28 November 2013. Both agreements provided for trust accounts operated by Hogarth where the money in them belonged beneficially to GIAG. The accounts were to be used only to receive premiums and pay claims, commissions and other insurance-related costs.[6]Mr Dewsall was the sole shareholder and director of Hogarth. In the course of his evidence at trial, he said, “Hogarth is me”.[7]Hogarth came to owe GIAG large sums. While nothing was outstanding at the end of 2010, 2011 or 2012, Hogarth’s indebtedness to GIAG stood at £1,855,946 at the end of 2013, £2,026,399 at the end of 2014, £2,682,359 at the end of 2015 and £3,239,721 by 30 June 2016. The Gable group’s financial statements referred to a “balance outstanding” rather than a loan.[8]Hogarth’s debt to GIAG was in part attributable to payments to it from the trust accounts. However, such payments largely ceased after 2013. Only just under £400,000 was transferred to Hogarth from the trust accounts between 2014 and 2016. What was owing to GIAG otherwise derived from sums paid to Hogarth from GIAG’s own bank accounts.[9]Throughout the period from 2010, sums were paid to or for the benefit of Mr Dewsall. These primarily came from Hogarth, but payments were made by other companies in the Gable group as well.[10]When the Gable group’s 2012 accounts were being prepared, its auditors, EY, were concerned about the recoverability of what Hogarth owed. That led to Mr Dewsall entering into a guarantee in respect of this indebtedness. He gave a further guarantee in the following year.[11]By this time, GIAG’s external actuaries had produced a report showing that the provision in GIAG’s accounts for its insurance liabilities was £15.2 million below the best estimate of those liabilities. The FMA required GIAG to put together a three-year recovery plan which was approved by the FMA in the summer of 2013. GIAG’s solvency position nevertheless deteriorated, and on 8 July 2016 the FMA issued an order prohibiting GIAG from making any payments to associated companies, direct shareholders or companies associated with such shareholders other than in respect of customary market fees for services provided. The FMA made a further order to similar effect on 7 September 2016 and, on 10 October 2016, it appointed PricewaterhouseCoopers (“PwC”) as administrator of GIAG. On 17 November 2016, PwC opened insolvency proceedings at the Liechtenstein Court and a firm of Liechtenstein lawyers, Batliner Wanger Batliner, was appointed as GIAG’s liquidator.[12]Earlier in 2016, a sum of £250,000 which was due to GIAG from an entity called iPrism was instead paid to Hogarth and immediately paid on to Mr Dewsall. The Judge concluded that Mr Dewsall had arranged for the payment to be made to Hogarth with the intention that it should then be paid on to him and that his actions constituted a dishonest breach of his duties as a director of GIAG.[13]Later in the year, notwithstanding the FMA’s order of 7 September 2016, GIAG paid Gable Services (London) Limited (“GSLL”), a subsidiary of GHI, £50,000 on 9 September 2016 and £943,857 on 7 October 2016. The Judge held that Mr Dewsall had breached his duties as a director of GIAG in authorising these payments to be made in breach of the FMA order. He further said that the breaches “were dishonest as [Mr Dewsall] did not believe that the payments were authorised by the FMA Order”: see paragraph 366 of the Judgment.[14]At the beginning of the next year, a cheque from Risk Alliance UK for £325,226.46 made out to “Gable” was paid into the bank account of GSLL and payments totalling £270,000 were then made out of that money to the fourth defendant, Horatio Risk Consulting LLP, which had been established by Mr Dewsall and his wife, the third defendant, around the time that GIAG went into liquidation. The Judge found that Mr Dewsall had “arranged for these funds, which he knew belonged to GIAG, to be paid to GSLL” and that this represented a further dishonest breach of his duties as a director of GIAG: see paragraphs 326-327 of the Judgment.[15]In 2017-2018, further sums totalling £148,984.06 were paid to Hogarth from the trust accounts.

The Judge said in relation to this:

“376. I accept that the only plausible inference from all of this is that Mr Dewsall arranged for the funds to be taken out of the trust accounts and paid to Hogarth in the knowledge that there was no legitimate reason for those payments. This was a clear breach of his Liechtenstein law duties as a director of GIAG. 377. Mr Dewsall is therefore liable to GIAG for the sum of £148,984.06 as a result of a dishonest breach of his duties as a director of GIAG.”
[16]The present proceedings were issued in 2021 with, among others, Mr Dewsall as a defendant. The matter came on for trial before the Judge in July 2025 and he handed down the judgment which is the subject of this appeal on 5 September 2025. The Judge held that Mr Dewsall was liable to GIAG for breaches of his duties as a director of GIAG under Liechtenstein law as follows: i) In the sum of £3,239,721, in respect of “excessive payments” to Hogarth; ii) In the sum of £575,226.46, in respect of the diversions mentioned in paragraphs 12 and 14 above; iii) In the sum of £993,857, in respect of the post-FMA order payments mentioned in paragraph 13 above; and iv) In the sum of £148,984.06, in respect of the 2017-2018 payments from the trust accounts mentioned in paragraph 15 above.[17]So far as the first of these is concerned, I have already mentioned that £3,239,721 was the amount which Hogarth owed to GIAG on 30 June 2016. The Judge said in paragraph 196 of the Judgment that he had “no hesitation in concluding that Mr Dewsall acted in breach of his Liechtenstein law duties as a director of GIAG in relation to the payments and transactions represented by the Hogarth loan [i.e. Hogarth’s indebtedness to GIAG]”. The Judge noted that Mr Dewsall “was not able to identify any legitimate business purpose for GIAG in making the payments representing the Hogarth loan” and that “there was no commercial benefit to GIAG in making the Hogarth loan”: see paragraphs 200 and 202 of the Judgment. The Judge observed that “the making of an unsecured, interest free loan to a company which, on the face of it, could not repay the loan clearly put GIAG’s assets at risk at a time when it was supposed to be strengthening its solvency position”, that Mr Dewsall “had a clear conflict of interest” and that there was no evidence that the board of either GIAG or GHI had been specifically asked to consider the “Hogarth loan” in the light of that conflict: see paragraphs 203 and 204.

The Judge continued:

“206. Whilst I accept that the practice of making payments to or for the benefit of Mr Dewsall or to Hogarth was not concealed and, in one sense, was properly accounted for in a way which was approved by the auditors, this does not, of itself, prevent there being a breach of duty by Mr Dewsall. As both experts agreed, the auditor’s primary concern would be to ensure that they were satisfied that the loan was recoverable. 207. In my view, it is also not possible to rely on the Hogarth loan being ‘authorised’. I accept that all of the GIAG directors were aware of the Hogarth loan. However, the lack of any board minutes coupled with [evidence given by Mr Michael Hirschfield, the second defendant] lead to the conclusion that the GIAG board, (and, in particular, the members of the GIAG board other than Mr Dewsall) were never asked to consider whether, bearing in mind the conflict of interest and GIAG’s solvency issues, it should be making significant interest free loans to a company wholly owned by its chief executive. 208. Even if it could be said that the Hogarth loan had been authorised (given that the GIAG board (and the board of its holding company, GHI) were aware of the loan and raised no objection) this would not, in my view, prevent a breach of duty by Mr Dewsall in circumstances where, as I have said, the loan was entirely informal, arose from payments where it could only be ascertained after the event whether they exceeded any entitlement of Hogarth and/or Mr Dewsall, was interest free, provided no benefit to GIAG and put its assets at risk at a time when it was vital that it improved its solvency position. 209. Bearing all of this in mind, judged by the standard of the average director of an insurance company, procuring or authorising the payments which resulted in the Hogarth loan is a breach of the general duty to promote the success of GIAG’s business. I note that this general duty of care should not be applied too strictly but the fact that there was no business justification for the payments is sufficient in my view to overcome this hurdle. 210. I also consider that these transactions were a breach by Mr Dewsall of his duty to prevent the use of GIAG’s funds for unauthorised purposes and to create a framework that protects the company’s resources from misallocation or misuse. Although there is no duty to monitor each individual transaction, the fact that Mr Dewsall had effective control on a day-to-day basis over both GIAG and Hogarth resulted in a situation where GIAG’s resources could be misallocated or misused.”
[18]The Judge proceeded to consider whether Mr Dewsall had been dishonest in relation to these matters. The question mattered as a bankruptcy order had been made against Mr Dewsall shortly before the trial. Section 281(1) of the Insolvency Act 1986 provides for discharge from bankruptcy to release the bankrupt from debts. However, section 281(3) explains that discharge “does not release the bankrupt from any bankruptcy debt which he incurred in respect of … any fraud or fraudulent breach of trust to which he was a party”.[19]The Judge concluded that Mr Dewsall was dishonest as regards “payments out of the Hogarth trust accounts to the extent that they have contributed to the Hogarth loan”. In this connection, the Judge said the following:
“244. It was clear from Mr Dewsall’s oral evidence that he was aware of the restrictions in the Underwriting and Claims Handling Agreements between Hogarth and GIAG on the payment of funds out of the Hogarth trust accounts. 245. It follows from this that Mr Dewsall must have known that any payments out of the Hogarth trust accounts to which Hogarth was not entitled would be a breach of his duty to GIAG. 246. Based on Mr Dewsall’s state of mind, his actions in procuring or authorising payments out of the Hogarth trust accounts in excess of any entitlements and in breach of the 2013 agreement would, objectively, be considered dishonest by ordinary decent people. 247. Although the breach would, in some senses, be remedied by being reflected as a debt due from Hogarth to GIAG this does not, in my view, mean that the breach would not be dishonest in the first place given the important purpose of the trust accounts in maintaining funds securely for GIAG’s insurance creditors and the fact that the excess payments out were known to be a breach of duty. The key difference between these payments and the other payments making up the Hogarth loan is that these payments were a deliberate breach of duty whereas direct payments from GIAG were not.”
[20]As, however, the last sentence of that quotation indicates, the Judge did not find Mr Dewsall to have been dishonest except in so far as Hogarth’s indebtedness to GIAG derived from payments out of the trust accounts. Having said in paragraph 215 of the Judgment that he would address the dishonesty point “in the light of the test for dishonesty set out by the Supreme Court in Ivey v Genting Casinos (UK) Limited [2018] AC 391 at [74-75]”, the Judge explained that he was “satisfied … that Mr Dewsall knew that the sums being paid to Hogarth and/or to Mr Dewsall himself (or for his benefit) exceeded the relevant entitlements and that the balance was treated as a debt due from Hogarth to GIAG” (paragraph 217) and that “Mr Dewsall of course knew that the purpose of the excess payments was to provide benefits to himself” (paragraph 218). However, the Judge also considered that “it is more likely than not that [the auditors] would have known that personal benefits were being provided to Mr Dewsall” (paragraph 218), that it can “be inferred that the other director of GIAG, Mr Pilgrim, was also aware that the excess payments were being used to provide benefits to Mr Dewsall” (paragraph 219) and that Mr Dewsall “expected the Hogarth loan to be repaid” (paragraph 220), that conclusion being “supported by the fact that [Mr Dewsall] was prepared to give a personal guarantee of the debts due from Hogarth to the Gable Group” (paragraph 220).[21]In a key passage,

the Judge concluded in paragraph 221 of the Judgment:

“Although the extraction of cash in this way clearly fell well below the standards to be expected of a director of a listed insurance business, in circumstances where Mr Dewsall believed that what he was doing had been authorised by the relevant boards and disclosed to the auditor and where he had guaranteed repayment of the loans, it is in my view impossible to say that his actions were dishonest, applying the objective standards of ordinary decent people.”
[22]The Judge went on to explain that the fact that Mr Dewsall had been dishonest in a number of other respects had not caused him to change his mind on this point. Having referred to the payments mentioned in paragraphs 12-14 above, the Judge said in paragraph 227 of the Judgment:
“These two matters however took place in the context of the collapse of GIAG. Although I accept that they demonstrate a capacity for dishonesty in Mr Dewsall, they do not, in my view, cause me to question my conclusions in relation to the Hogarth loan.”
Nor did things which Mr Dewsall had done in the context of freezing orders and disclosure do so.

The Judge commented in paragraph 233:

“whilst Mr Dewsall’s conduct in relation to these matters is reprehensible, it does not tip the balance in relation to the conclusions I have come to as to Mr Dewsall’s state of mind in connection with the Hogarth loan as those conclusions are based primarily on what the documentary evidence clearly shows was a long standing practice of excess payments being treated as a debt due from Hogarth to GIAG and the clear evidence of this being discussed with the auditors and disclosed in the financial statements.”
Nor again did Mr Dewsall’s confirmation in 2014 that a payment of €11,600 made by GIAG to Tauro Properties SL, a company belonging to Mr Dewsall which owned a Spanish villa, was an introduction fee. Mr Dewsall “must … have known that the payment cannot have represented an introduction fee” and his “confirmation that the payment was an introduction fee is dishonest”: see paragraph 237. This “reinforce[d] the conclusion that Mr Dewsall was willing to act dishonestly if it suited him”, but it did “not change [the Judge’s] view that the breaches of duty in relation to the Hogarth loan were not dishonest”: see paragraph 239.[23]The Judge’s conclusions are reflected in paragraph 1 of the order he made on 28 November 2025. That is in these terms:
“There be judgment for the Claimant against Mr Dewsall in the sum of £4,957,788.52. Of this, £3,247,977.52 is with respect to a fraud or fraudulent breach of trust on his part, of which £1,530,000 is with respect to dishonest misappropriation from the Hogarth Trust Accounts.”
[24]The £4,957,788.52 represents the total of the £3,239,721, £575,226.46, £993,857 and £148,984.06 mentioned in paragraph 16 above, while the £1,530,000 relates to the extent to which the “excessive payments” of £3,239,721 were attributable to payments from the trust accounts. The order reflects the Judge’s view that dishonesty had not been established as regards the balance of the “excessive payments” (amounting to £1,709,721).

The appeal

[25]The ground of appeal is as follows:
“The Court was wrong in finding at paragraph 221 of the Judgment that Mr Dewsall acted honestly in relation to the excessive payments falling within the Hogarth loan which did not derive from the Hogarth Trust Accounts.”

The meaning of “dishonesty”

[26]In Ivey v Genting Casinos UK Ltd [2017] UKSC 67, [2018] AC 391 (“Ivey”), Lord Hughes, with whom Baroness Hale and Lords Kerr, Neuberger and Thomas agreed, said in paragraph 74:
“When dishonesty is in question the fact-finding tribunal must first ascertain (subjectively) the actual state of the individual’s knowledge or belief as to the facts. The reasonableness or otherwise of his belief is a matter of evidence (often in practice determinative) going to whether he held the belief, but it is not an additional requirement that his belief must be reasonable; the question is whether it is genuinely held. When once his actual state of mind as to knowledge or belief as to facts is established, the question whether his conduct was honest or dishonest is to be determined by the fact-finder by applying the (objective) standards of ordinary decent people. There is no requirement that the defendant must appreciate that what he has done is, by those standards, dishonest.”
[27]The Supreme Court followed in this respect the test put forward by Lord Hoffmann in Barlow Clowes International Ltd v Eurotrust International Ltd [2005] UKPC 37, [2006] 1 WLR 1476. Lord Hoffmann said in that case at paragraph 10:
“Although a dishonest state of mind is a subjective mental state, the standard by which the law determines whether it is dishonest is objective. If by ordinary standards a defendant’s mental state would be characterised as dishonest, it is irrelevant that the defendant judges by different standards. ”

This Court’s approach

[28]As was recognised by Mr Stephen Auld KC, who appeared for GIAG with Mr Imran Benson and Ms Jade Fowler, there are only limited circumstances in which an appellate Court should interfere with a finding of fact made by a trial judge. Thus, in Henderson v Foxworth Investments Ltd [2014] UKSC 41, [2014] 1 WLR 2600 Lord Reed (with whom Lords Kerr, Sumption, Carnwath and Toulson agreed) said at paragraph 67:
“in the absence of some other identifiable error, such as (without attempting an exhaustive account) a material error of law, or the making of a critical finding of fact which has no basis in the evidence, or a demonstrable misunderstanding of relevant evidence, or a demonstrable failure to consider relevant evidence, an appellate court will interfere with the findings of fact made by a trial judge only if it is satisfied that his decision cannot reasonably be explained or justified.”
A little earlier, in paragraph 62, Lord Reed had said:
“It does not matter, with whatever degree of certainty, that the appellate court considers that it would have reached a different conclusion. What matters is whether the decision under appeal is one that no reasonable judge could have reached.”
[29]In Fage UK Ltd v Chobani UK Ltd [2014] EWCA Civ 5, [2014] FSR 29 (“Fage”), Lewison LJ identified in paragraph 114 a number of reasons for the approach which the Courts take. As he explained, they include the fact that “[i]n making his decisions the trial judge will have regard to the whole of the sea of evidence presented to him, whereas an appellate court will only be island hopping” and that “[t]he atmosphere of the courtroom cannot, in any event, be recreated by reference to documents (including transcripts of evidence)”.[30]The position is comparable with evaluative assessments. An appellate Court will not interfere merely because it might have arrived at a different conclusion. It will do so only if it considers the decision under appeal to have been an unreasonable one or wrong as a result of some identifiable flaw in reasoning, “such as a gap in logic, a lack of consistency, or a failure to take account of some material factor, which undermines the cogency of the conclusion” (see e.g. R (R) v Chief Constable of Greater Manchester [2018] UKSC 47, [2018] 1 WLR 4079, at paragraph 64, and also In re Sprintroom Ltd [2019] EWCA Civ 932, [2019] 2 BCLC 617, at paragraphs 76 and 77).[31]In Fage, Lewison LJ also commented on what a judgment must contain. He said in paragraph 115:
“It is also important to have in mind the role of a judgment given after trial. The primary function of a first instance judge is to find facts and identify the crucial legal points and to advance reasons for deciding them in a particular way. He should give his reasons in sufficient detail to show the parties and, if need be, the Court of Appeal the principles on which he has acted and the reasons that have led him to his decision. They need not be elaborate. There is no duty on a judge, in giving his reasons, to deal with every argument presented by counsel in support of his case. His function is to reach conclusions and give reasons to support his view, not to spell out every matter as if summing up to a jury. Nor need he deal at any length with matters that are not disputed. It is sufficient if what he says shows the basis on which he has acted. These are not controversial observations: see Customs and Excise Commissioners v A [2002] EWCA Civ 1039; [2003] 2 W.L.R. 210; Bekoe v Broomes [2005] UKPC 39; Argos Ltd v Office of Fair Trading [2006] EWCA Civ 1318; [2006] U.K.C.L.R. 1135.”
[32]In a similar vein, Lewison LJ said in Volpi v Volpi [2022] EWCA Civ 464, [2022] 4 WLR 48, at paragraph 2(vi):
“Reasons for judgment will always be capable of having been better expressed. An appeal court should not subject a judgment to narrow textual analysis. Nor should it be picked over or construed as though it was a piece of legislation or a contract.”
[33]A passage from DPP Law Ltd v Greenberg [2021] EWCA Civ 672, [2021] IRLR 1016 is of relevance, too. Popplewell LJ, with whom Lewison and Lewis LJJ agreed, said at paragraph 58:
“where a tribunal has correctly stated the legal principles to be applied, an appellate tribunal or court should, in my view, be slow to conclude that it has not applied those principles, and should generally do so only where it is clear from the language used that a different principle has been applied to the facts found. Tribunals sometimes make errors, having stated the principles correctly but slipping up in their application, as the case law demonstrates; but if the correct principles were in the tribunal’s mind, as demonstrated by their being identified in the express terms of the decision, the tribunal can be expected to have been seeking faithfully to apply them, and to have done so unless the contrary is clear from the language of its decision.”

GIAG’s case

[34]Mr Auld submitted that, although the Judge referred to the test of dishonesty approved in Ivey, he wrongly focused on the first part of that test (“ascertain[ing] (subjectively) the actual state of the individual’s knowledge or belief as to the facts”) and failed to apply the second (determining whether, on the basis of what the individual believed, his conduct was dishonest “applying the (objective) standards of ordinary decent people”). If, Mr Auld argued, the Judge had stood back and asked himself whether, objectively, Mr Dewsall’s behaviour as regards “excessive payments” which did not emanate from the trust accounts was honest applying the “standards of ordinary decent people”, he would inevitably have concluded that it was not. As the Judge found, Mr Dewsall was dishonest in relation to the payments from the trust accounts, the 2014 payment of €11,600 to Tauro Properties SL, the 2016-2017 diversion of sums totalling £575,226.46, the payments amounting to £993,857 which were made notwithstanding the FMA’s order of 7 September 2016 and the payments of £148,984.06 from the trust accounts in 2017-2018. There was also “reprehensible” conduct on Mr Dewsall’s part in the context of freezing orders and disclosure. The only sensible conclusion, Mr Auld contended, is that Mr Dewsall was dishonest throughout. The Judge ought to have found that all the “excessive payments”, not just those derived from the trust accounts, involved dishonesty. There was no rational basis for distinguishing between the different sources of money.

Discussion

[35]The Judge specifically said, in paragraph 215 of the Judgment, that he would address the question of dishonesty “in the light of the test for dishonesty set out by the Supreme Court in Ivey … at [74-75]”. The Judge thus had in mind the correct test. Further, echoes of the test can be seen elsewhere in the Judgment. It involves “applying the (objective) standards of ordinary decent people”. The Judge spoke of “applying the objective standards of ordinary decent people” in paragraph 221 of the Judgment. He also referred to what “would, objectively, be considered dishonest by ordinary people” in paragraph 246.[36]Not only was the Judge conscious of the Ivey test, but it is evident, I think, that he was seeking to apply it in paragraph 221 of the Judgment. The first part of the test is reflected in the passage in the middle of the paragraph in which the Judge said that Mr Dewsall “believed that what he was doing had been authorised by the relevant boards and disclosed to the auditor and where he had guaranteed repayment of the loans”. The Judge was thus summarising what was the “actual state of [Mr Dewsall’s] knowledge or belief as to the facts”. The Judge then said that, in those circumstances, it was in his view “impossible to say that [Mr Dewsall’s] actions were dishonest, applying the objective standards of ordinary decent people”. It is plain, as it seems to me, that the Judge was here stating what he had concluded in respect of the second part of the Ivey test.[37]Perhaps the structure of the Judgment is somewhat unusual. Paragraph 221 gives the Judge’s overall conclusion on dishonesty in relation to non-trust account “excessive payments”, but it is not to be found at the end of the section of the Judgment dealing with that topic. Instead, the Judge went on to comment on various matters in respect of which he found dishonest or “reprehensible” conduct, adding that they did not cause him to depart from the view he had expressed in paragraph 221. Even, however, if that approach were thought unorthodox, there is no one way to write a judgment. Different judges can perfectly properly frame their judgments in different ways.[38]The key question is whether the conclusion at which the Judge arrived was one that was open to him. It is immaterial whether we might have taken a different view. What matters is whether the Judge’s rejection of dishonesty as regards the non-trust account “excessive payments” “cannot reasonably be explained or justified” or, in other words, is a conclusion that “no reasonable judge could have reached”.[39]In assessing this issue, it is important to bear in mind that the Judge found on the facts that Mr Dewsall “believed that what he was doing had been authorised by the relevant boards and disclosed to the auditor”. Further, as regards the Judge’s reference in paragraph 221 of the Judgment to Mr Dewsall having “guaranteed repayment of the loans”, it is to be remembered that the Judge had accepted in paragraph 220 that Mr Dewsall “expected the Hogarth loan to be repaid”. There is no challenge to these findings.[40]The Judge expressed himself emphatically, considering it “impossible” to say that Mr Dewsall’s actions were dishonest. The adjective is not important, however. The issue is whether no reasonable judge could have concluded that Mr Dewsall was not dishonest.[41]The Judge himself found Mr Dewsall to have been dishonest in relation to a variety of other matters. However, I have in the end come to the conclusion that we would not be justified in interfering with the Judge’s finding as regards the non-trust account “excessive payments”. It was, I think, open to him to reject a finding of dishonesty in that respect in circumstances where (to echo paragraphs 220 and 221 of the Judgment) Mr Dewsall expected the indebtedness to be repaid, believed that there was authorisation from the boards, believed that there had been disclosure to the auditor and had given a guarantee. The very fact that the Judge decided that there had been dishonesty on other occasions but not with these “excessive payments” might be said to indicate the care with which he approached matters.[42]Mr Auld suggested that there was no good reason to distinguish between the matters where the Judge found there to have been dishonesty and the non-trust account “excessive payments”, where he did not. In my view, however, rational distinctions could be drawn between the non-trust account “excessive payments” and the conduct in respect of which findings of dishonesty were made. In particular, the Judge could rationally take the view that the trust account “excessive payments” were distinguishable from the non-trust account “excessive payments”. The former will, after all, have been made in breach of an express trust.[43]All in all, I have not been persuaded that the Judge’s failure to find dishonesty as regards the non-trust account “excessive payments” “cannot reasonably be explained or justified” or involved a conclusion that “no reasonable judge could have reached”. I do not think, therefore, that we are entitled to interfere with the conclusion which he reached.

Conclusion

[44]I would dismiss the appeal.[45]I agree.[46]I also agree.