“Statements of case must be concise. They must plead only material facts, meaning those necessary for the purpose of formulating a cause of action or defence, and not background facts or evidence. Still less should they contain arguments, reasons or rhetoric. These basic rules were developed long ago and have stood the test of time because they serve the vital purpose of identifying the matters which each party will need to prove by evidence at trial.”
“It should not need repeating that Particulars of Claim must include a concise statement of the facts on which the Claimant relies:CPR 16.4 (1)(a). The "facts on which the Claimant relies" should be no less and no more than the facts which the Claimant must prove in order to succeed in her or his claim.Practice Direction 16PD 8.2 mandates that the Claimant must specifically set out any allegation of fraud, details of any misrepresentation, and notice or knowledge of a fact where he wishes to rely upon them in support of his claim …. Experience also shows that prolix pleadings normally tend to obfuscate rather than to serve their proper purpose of identifying the material facts and issues that the parties have to address and the Court has to decide.” (Emphasis in the original).
“ … if a case alleging fraud or deceit (or other intention) rests upon the drawing of inferences about a Defendant’s state of mind from other facts, those other facts must be clearly pleaded and must be such as could support the finding for which the Claimant contends. This is clear from numerous authorities: see Three Rivers District Council v The Governor and Company of Barclays of England (No 3)[2003] 2 AC 1 at [55] per Lord Hope and [186] per Lord Millett. I endorse and adopt the statement of Flaux J in JSC Bank of Moscow v Kekhman[2015] EWHC 3073 (Comm) at [20] that: “The Claimant does not have to plead primary facts which are only consistent with dishonesty. The correct test is whether or not, on the basis of the primary facts pleaded, an inference of dishonesty is more likely than one of innocence or negligence. As Lord Millett put it, there must be some fact “which tilts the balance and justifies an inference of dishonesty.”
“What the cases show is that the tort of deceit contains four ingredients, namely: (i). The defendant makes a false representation to the claimant. (ii) The defendant knows that the representation is false, alternatively he is reckless as to whether it is true or false. (iii). The defendant intends that the claimant should act in reliance on it. (iv). The claimant does act in reliance on the representation and in consequence suffers loss. Ingredient (i) describes what the defendant does. Ingredients (ii) and (iii) describe the defendant's state of mind. Ingredient (iv) describes what the claimant does.”
“(1) construing the statement [said to constitute the representation] in the context in which it was made; and (2) interpreting the statement objectively according to the impact it might be expected to have on a reasonable representee in the position and with the known characteristics of the actual representee.”
“The Meeting and Representations made at Tower Hill on16 January 2014 ”
“The appointment of the Receivers was for an improper purpose, undertaken in Bad Faith, irrational, unconscionable and/or was irrational and unconscionable.”
“(1) It is not every contractual power or discretion that will be subject to a Braganza limitation. The language of the contract will be an important factor. (2). The types of contractual decisions that are amenable to the implication of a Braganza term are decisions which affect the rights of both parties to the contract where the decision-maker has a clear conflict of interest. In one sense all decisions made under a contract affect both parties, but it is clear that Baroness Hale had in mind the type of decision where one party is given a role in the on-going performance of the contract; such as where an assessment has to be made. This can be contrasted with a unilateral right given to one party to act in a particular way, such as right to terminate a contract without cause. (3). The nature of the contractual relationship, including the balance of power between the parties is a factor to be taken into account: per Braganza per Baroness Hale. Thus, it is more likely for a Braganza term to be implied in, say, a contract of employment than in other less ‘relational’ contracts such as mortgages. (4). The scope of the term to be implied will vary according to the circumstances and the terms of the contract.”
“The appointment of the LPA Receivers was a breach of an Implied term that a party to a contract would not knowingly and intentionally act contrary to its own subjectively assessed Commercial Interests.”