Robert Kurvits & Anor v Kaur Kender & Ors [2024] EWHC 3622 (Ch)

Case No CR-2023-006096

[2024] EWHC 3622 (Ch)

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

INSOLVENCY AND COMPANIES LIST (ChD)

Venue The Rolls Building, 7 Rolls Buildings, Fetter Lane

Date Thursday, 24 October 2024

London EC4A 1N

Before

INSOLVENCY AND COMPANIES COURT JUDGE MULLEN

IN THE MATTER OF ZAUM UK LTD

AND IN THE MATTER OF THE INSOLVENCY ACT 1986

Between

Robert KurvitsPetitioner

Sander TaalPetitioner

Kaur KenderRespondent

Tütreke OüRespondent

Yessirnosir LimitedRespondent

Zaum UK LtdRespondent

MR CHAPMAN KC and MS HEAL (instructed by Horwich Farrelly Ltd) appeared for Petitioners

MR THOMPSON KC (instructed by Harbottle & Lewis LLP) appeared for First to Third Respondents

MR HARTY (instructed by Greenberg Traurig LLP) appeared for Fourth Respondent

JUDGMENT

(Approved)

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JUDGE MULLEN:

[1]This is my judgment on two applications under Part 18 of the Civil Procedure Rules arising from a petition to wind up Zaum UK Limited on the just and equitable ground. The petition is put on the basis of the failure of substratum, that is to say that the purpose for which the company was established cannot be carried out. The first Part 18 application is made by the first to third respondents, who are the majority shareholders, and the second is made by the company itself.

[2]The relevant provisions of the CPR are straightforward. CPR 18.1(1) says:

“(1) The court may at any time order a party to – (a) clarify any matter which is in dispute in the proceedings; or (b) give additional information in relation to any such matter, whether or not the matter is contained or referred to in a statement of case.”

That is supplemented by the Practice Direction, which says at paragraph 1.2:

“A Request should be concise and strictly confined to matters which are reasonably necessary and proportionate to enable the first party to prepare his own case or to understand the case he has to meet.” whether or not the matter is contained or referred to in a statement of case.”

[3]The argument advanced on behalf of the petitioners is that at this stage in the proceedings, prior to service of a defence, it cannot be said that the matters set out in the Part 18 requests are “in dispute” at all and a Part 18 response cannot be ordered. I was referred to a number of authorities on this point.

[4]The first is not a Part 18 case at all. That is the case of Abaidildinov v Amin

[2020] EWHC 2192 (Ch)

. In that case, Mr Robin Vos, sitting as a Deputy High Court Judge, was considering an application for summary judgment but the case was relied upon before me as an example of a case in which the court considered when it would be appropriate to make a declaration as to a matter not in dispute. It does not, it appears to me, tell me anything about the circumstances in which a court will regard a matter as being “in dispute” in the context of a Part 18 application.

[5]A Part 18 application was considered in Barness and others v Formation Group plc

[2018] EWHC 1228 (Ch)

. In that case, Morgan J dismissed an application for further information made by claimants before they had served Particulars of Claim. He said: “9. I was also referred to the decision of Vos J (as he then was) in Trader Publishing Ltd v AutoTrader.com.inc

[2010] EWHC 142 (Ch)

. The relevant part of his judgment is at paragraphs 14 to 16. I need not, I think, describe the background to the remarks made by the learned judge in that case, but I can go straight to what he says in paragraph 16 as follows: ‘It is not part of the function of Part 18 to enable claimants to ask questions so as to elicit information which might give them claims against other defendants or, indeed, further separate claims against the defendants that have been sued. The claimant has to say what his claims are. If it wishes to ask questions by way of pre-action disclosure it would have to adduce evidence as to its reasons for thinking that there were in fact activities going on which were unlawful, which they could not easily discover without that information. That seems to be what counsel is asking for, but in my judgment is really outside the normal scope of Part 18. What he is doing is asking questions by issues which do not arise between the parties at this stage.’ 10. It is not difficult to see why the learned judge was right to make those remarks. Putting it in my own words, with the advantage of the argument I have heard today, it seems to me that Vos J was giving effect to the words in rule 18.1 which refer to ‘any matter which is in dispute’. The learned judge was saying that the possibility of finding other persons who might be sued as defendants or finding further claims to be made against existing defendants took one away from matters which were currently in dispute into matters that might possibly in the future become in dispute. It is clear that rule 18 deals with the current position at the time of the application to the court and requires the court to identify: what matter is currently in dispute? It is only in relation to such a matter that an order can be made clarifying the matter or giving additional information in relation to the matter.” ‘It is not part of the function of Part 18 to enable claimants to ask questions so as to elicit information which might give them claims against other defendants or, indeed, further separate claims against the defendants that have been sued. The claimant has to say what his claims are. If it wishes to ask questions by way of pre-action disclosure it would have to adduce evidence as to its reasons for thinking that there were in fact activities going on which were unlawful, which they could not easily discover without that information. That seems to be what counsel is asking for, but in my judgment is really outside the normal scope of Part 18. What he is doing is asking questions by issues which do not arise between the parties at this stage.’

[6]It is notable that in that case, the judge seems to have decided the matter on the basis of draft particulars and dismissed the application, not on the basis that it could not be said that a matter was “in dispute” until pleadings had closed, but on the basis that the provision of the information was not reasonably necessary and proportionate to allow the case to be prepared.

[7]In Al Saud v Gibbs

[2022] EWHC 3082 (Comm)

Mr Richard Salter QC, sitting as a Deputy High Court Judge, also considered an application under Part 18. He considered that the “liberal and pragmatic” approach adopted by Irwin J in Harcourt v FEF Griffin & Ors

[2007] EWHC 1500 (QB)

, in which information about the defendant’s insurance cover was found to be within the scope of Part 18, “risks stretching the rule beyond that which can be reasonably thought to be contemplated by its terms”. The deputy

judge said:

“34. The terms of the Practice Direction also make it clear that requests and orders under CPR Pt 18 must be strictly confined to matters which are reasonably necessary and proportionate for the stated purposes. In Hall v Sevalco Ltd [1996] PIQR 344 at 349 (a case about interrogatories under the RSC) Lord Woolf MR observed that ‘necessity is a stringent test’: and in King v Telegraph Group Ltd [2004] EWCA Civ 613, [2005] 1 WLR 2282 at [63], Brooke LJ laid particular stress on the strictness required by the terms of the Practice Direction: ‘... the emphasis, as always in the CPR, is on confining this part of any litigation (in which costs tended to get out of control in the pre- CPR regime) “strictly” to what is necessary and proportionate and to the avoidance of disproportionate expense …’ 35. In my judgment, the requirement of the rule that the information sought must relate to a ‘matter which is in dispute in the proceedings’, and the requirement of the practice direction that any request must be strictly confined to matters which are reasonably necessary and proportionate for one or other of the stated purposes, are threshold conditions. If those conditions are not satisfied, then the court simply has no jurisdiction to make any order under CPR Pt 18 (though, as Thirlwall J has pointed out, there may be other powers available to the court to assist in avoiding the waste of time and costs and in achieving the ‘swift and .. proportionate and economical litigation” referred to by Irwin J).”

That judgment is described as a practice note, although that appears to be confined to the coda to that judgment relating to listing arrangements. ‘... the emphasis, as always in the CPR, is on confining this part of any litigation (in which costs tended to get out of control in the pre- CPR regime) “strictly” to what is necessary and proportionate and to the avoidance of disproportionate expense …’

[8]Finally, I should say that I was referred during argument to the White Book note, which gives an instance of Part 18 information being directed before the filing of a defence. That case was Emirates NBD Bank PJSC and another v Hassan Saadat-Yazdi and others

[2023] EWHC 747 (Comm)

, a decision of Henshaw J. There he said:

“The claimants submit that the applicants are merely fishing for cross-examination material. I disagree. The questions raised go to the central issues on which the case turns. I consider that the answers are plainly necessary in order for the applicants properly to understand the case advanced against them and to prepare their own case on issues where there is, from the materials I have seen, a real dispute.”

[9]It may be going too far to say that, until a matter is admitted in a defence, it may be regarded as being “in dispute”. Certainly the CPR envisages that there will be circumstances in which a matter that is not expressly admitted is required to be proved. That is provided for by CPR 16.4(3). What is clear to me however is that whether a matter is “in dispute” is not to be determined on the basis of pleadings alone. It seems to me that the expression embraces matters within the case which the court can see from the information before it, including pre-action correspondence, are currently in issue between the parties.

[10]I agree with Mr Thompson KC and Mr Harty, who appear for the first to third respondents and the company respectively, that it would be absurd if a defendant could not seek clarification prior to the service of the defence but was limited to either pleading to the case, possibly in the form of a general denial, and then seeking further information and amending the defence, or alternatively seeking to strike out a deficient particulars of claim, which might then be amended to set out the claimant’s case more clearly. That would not be consistent with the overriding objective. If a pleading that is not so defective as to warrant striking out can be clarified and it is reasonably necessary and proportionate to do so, then it is open to the court to make an order for a Part 18 response. It does not seem to me to be an answer to a Part 18 request to say that requests for clarification must await close of the pleadings or service of a defence. That is not what Part 18 says and it is not conducive to the efficient conduct of litigation at proportionate expense.

[11]I am satisfied that where the court can see from the available material that a matter is one in dispute, whether from the pleadings or otherwise, and it is reasonably necessary and proportionate for the purposes of allowing the applicant to prepare his case or understand the case he has to meet, then the jurisdiction is engaged. That may include a matter that might cease to be in issue when the clarification is provided because the requesting party may be able to admit the case as clarified either in whole or in part. To that extent, clarification of a matter in dispute embraces clarification of the scope of the dispute. In my judgment therefore, it is possible to make an order, providing it is reasonably necessary and proportionate, notwithstanding that a defendant has not yet put in a defence. The jurisdiction extends to clarifying the scope and nature of the relief sought by a claimant. The relief sought is the most fundamental issue in dispute.

[12]Against that background, I will turn to the specific requests raised by the majority shareholders, and it is helpful at this stage to explain a little more about what the petition concerns. The petition has been presented by Mr Robert Kurvits and Mr Sander Taal. Mr Kurvits is the author of a novel which has formed the basis of a computer game called Disco Elysium. Mr Kurvits alleges that he has been excluded from the company and contends that the company’s business cannot therefore be carried on. The petition describes the objects of the company at paragraph 5:

“The principal objects for which pursuant to the Company’s Articles of Association the Company was established were set out in the Shareholders Agreement dated 7 May 2020 which said in Clause 2 under the heading ‘Business of the Company’: ‘The business of the Company is to develop, produce and nurture Elysium Intellectual Property created by Robert Kurvits…’ The Intellectual Property was a defined term and related to literary, dramatic, musical and artistic works and computer software written and created by Mr Kurvits under the brand name ‘Disco Elysium’ and prequels and sequels thereto (the ‘Games’). Mr Kurvits (as well as Mr Taal who worked with him on the Games) have both been excluded by the Company from developing, producing and nurturing Elysium Intellectual Property as a result of which the substratum of the Company has gone.”

[13]The first request in the majority’s Part 18 request relates to paragraph 7 of the petition:

“Of: ‘Mr Kurvits is the author and first owner of copyright in the UK in the original literary, dramatic, musical and artistic works in the novel referred to in paragraph 24 below and the storyboards referred to in paragraph 27 below and related rights, including sound recordings, films and broadcasts, rights in performances, publication and database rights in relation thereto. Only Mr Kurvits is able to be the author of and to develop and produce the games.’ 1. Please specify with proper particularity the basis or bases on which it is alleged that only Mr Kurvits is able: 1.1 to be the author of the Games; and 1.2 to develop and produce the Games including without prejudice to the generality of those requests whether it is alleged in each case that that is the result of the legal rights and obligations existing in relation to the Games and/or the result of the practical impossibility of that being done by anyone other than Mr Kurvits, in each case with full particulars as to why that is the case.”

[14]That is plainly in issue between the parties. Some clarity was provided by Mr Chapman KC in that he explained that his client placed reliance only on clause 2 of the shareholders’ agreement referred to in paragraph 5 of the petition. It does appear to me that it is incumbent on the petitioners to state expressly why the games as they currently stand cannot be exploited.

[15]I have to say that reference to section 11 of the Copyright, Designs and Patents Act 1988 in argument did not, it seems to me, provide the complete answer that Mr Chapman contended it did. The terms of that section are straightforward, and the petition indeed alleges that Mr Kurvits is the first owner of the copyright in the novel and storyboards. Mr Chapman also accepted that works produced during his employment with the company would vest in the company. None of that makes clear what the impediment to the exploitation of the games thus far that have been created is.

[16]It might be said that the respondents can simply deny this allegation if they so choose, but in order properly to understand the case they meet and for the sake of good order so that the defence can be focused on what is in issue in this case, it does appear to me that the petitioners must particularise what they say the effect of the agreement is and how it serves to restrict the present and future business of the company as requested in request 1 of the majority’s request. That is not an onerous request. The petitioners must have considered what cannot be done without Mr Kurvits and why that prevents the business of the company being carried on. The cost of particularising that will be minimal and it will enable the defence to focus on what the case is, rather than what it might be.

[17]I will for present purposes pass over the request in relation to paragraph 42 of the petition, which relates to the removal of Mr Taal, because that is a separate issue. I will go on to requests 23 and 24. Those relate to paragraph 67 of the petition:

“Of: ‘The purpose of the Company is and has at all material times been to trade in the field of developing and licensing the use of Elysium Intellectual Property created by Mr Kurvits.’ 23. Is it alleged that that is and has at all material times been the sole purpose of the Company? If not so alleged, please identify the other purpose or purposes which the Company has or has at material times had. 24. Without the Respondents in making this request making any admission that the purposes of the Company were limited in any respects, please confirm that the Petitioners accept that the purposes of the Company have at all material times also included conducting such other business as the board of directors of the Company may determine from time to time (in accordance with clause 2 of the SA as quoted in paragraph 67 of the Petition).”

This goes to whether that the stated purpose is said to be the sole purpose of the company and whether it is accepted, as appears to be the case in clause 2 of the shareholders’ agreement, that the company can branch into other businesses that the directors might direct.

[18]Again, that is a plainly a live issue in dispute between the parties. The fundamental point in the petition is that the purpose for which the company was established cannot be carried out. It is reasonably necessary for the respondents to know whether the allegation is that the stated purpose in paragraph 67 was the sole purpose of the company on the petitioners’ case or whether the petitioners accept that there was a power to permit other businesses to be entered into. That is a central issue. It might be said that the use of the definite article answers the question, but it is not wholly clear, and the cost of making it clear is minimal. It might also be said that the respondents are free to plead any other business which may have been approved by the board but, given the terms of the shareholder agreement, it seems to me that the respondents do need to know what the petitioners’ case is as to whether there have been other businesses authorised by the directors and whether the petitioners accept that there is an apparently unconfined power to approve other businesses. Again, I am satisfied that an answer to this request is reasonably necessary and proportionate for the respondents to understand the case that they must meet and prepare their defence.

[19]In relation to paragraph 68, there are two requests, and again these focus on the purposes of the company:

“Of: ‘The purpose of the Company has been rendered impossible since 11 November 2021 when Mr Kurvits was removed and shut out of the writing and development of the Elysium Intellectual Property’ 25. Is it alleged that it is impossible for the Company to develop and license the use of the Elysium Intellectual Property without the involvement of Mr Kurvits in that development and licensing? If so, please provide a full explanation of why that is alleged to be impossible. And of: ‘The Company’s business is dependent upon there being prequel and/or sequel Elysium Games written and developed by Mr Kurvits.’ 26. Please provide a full explanation of in what way and why the Company’s business is dependent upon (a) there being prequel and/or sequel Elysium Games and (b) there being prequel and/or sequel Elysium Games written and developed by Mr Kurvits (rather than others).”

[20]This is the plea that it is impossible for the business to be carried on. There was some greater clarity provided during submission in that these games are apparently not (for want of a better expression, and I am sure there is a technical expression for it) “finite” games for which there would be separate sequels or prequels but there is ongoing development of games that have been sold. They are not encapsulated games which are sold on an individual basis but rather more open-ended.

[21]The precise basis on which it is said that there can be no ongoing business within the purposes of the company without the continued involvement of Mr Kurvits does need to be particularised so that the petitioners’ case can be understood. I have to say that it is unclear to me from the pleadings why it is said that the nature of the games means that ongoing input from Mr Kurvits is required, and that again is necessary in order for the respondents to understand clearly what the petitioners are saying cannot be done without him. Again, that is not onerous. It must be well known to the petitioners and it should be set out upfront so that the respondents can address it in their points of defence.

[22]Finally in the context of the purpose of the business, there is request 27, which deals with paragraph 69 of the petition:

“Of: ‘Mr Kender has claimed in paragraph 44.3 of his witness statement dated 10 October 2022 that ‘the Company continues to fulfil its role as a holding company assets linked to the Elysium world.’ The purpose of the Company was not to operate as a “holding company” and Mr Kender’s statement demonstrates that the Company’s purpose has been abandoned and its substratum lost’. 27. Is it the Petitioners’ case that the Company’s purpose has been abandoned and its substratum lost merely because New Elysium carries on part or all of the business rather than the Company itself?”

[23]Again, that is something that it seems to me the petitioners do need to understand. If it is said that conducting the business through a holding company means that the substratum has been lost, then that needs to be made clear. The petitioners have to explain what their case is on that so that it can be met. If the petitioners’ case is that that alone is sufficient to show that the substratum has gone, then it is very easy for them to say and it seems to me that in order for the respondents to prepare a focused defence that must be made clear. All of those questions are proportionate and reasonably necessary for both the understanding of the petitioners’ case and for the preparation of the respondents’ defence.

[24]Turning then to the last of the majority’s requests, this is directed to paragraph 42 of the petition:

“Of: ‘On 14 April 2020, Mr Taal was removed from the office of director of ZSOY unbeknown to Mr Kurvits and replaced by Mr Kompus.’ 9. Without prejudice to the foregoing, please: 9.1 identify by whom Mr Taal is alleged to have been ‘removed’ as a director of ZSOY; and 9.2 provide particulars of how he is alleged to have been so ‘removed’.”

[25]The information requested there is to provide details of by whom Mr Taal was removed and provide particulars of how that happened. The petitioners have provided instant messages in relation to this. It seems that Mr Taal was informed of an intention to remove him as a director. He seemed to have thoroughly endorsed that proposal and to have agreed to stand down and signed the relevant documents to allow that to happen. That seems to me to have provided all the information that is necessary for the purposes of the petition as to how Mr Taal came to stand down. It may be that the expression “was removed from office” is a little tendentious, but it appears to me that sufficient information has been provided as to the circumstances in which that happened and the respondents will have no difficulty in pleading to that.

[26]That deals with the majority’s request. In relation to the company’s request, the first two elements can be dealt with together. The first request is a series of questions in relation to the allegation in paragraph 72 of the petition:

“Of: “In a winding-up of the Company, there would be a substantial surplus for contributories.”

Request 1. Please identify, with the full particularity to be relied upon at trial, the basis on which this statement is made. 2. Please confirm: (1) Whether this statement is based on or takes into account the payment of outstanding costs owed by the Petitioners to the Fourth Respondent pursuant to the Order of ICC Judge Prentis dated 21 June 2023 and, if so, what sum is anticipated would be paid in respect of such costs; (2) How the Fourth Respondent’s debts have been accounted for in this calculation, including the costs it was forced to incur as a result of the Petitioners’ pre-action disclosure application, which at present amount to approximately £100,000; (3) Whether there are any material assets that have been considered in making this statement other than the intellectual property owned by the Fourth Respondent and the associated contractual rights; (4) In respect of the intellectual property owned by the Fourth Respondent and the associated contractual rights: (a) what it is said should happen to this property and those rights on a winding up of the Fourth Respondent; (b) what the likely realisable value of that property and those rights is said to be; (5) What impact on the value of the Fourth Respondent’s intellectual property and associated contractual rights it is said that the declarations sought in the Petition would have.” The second of the requests relates to the prayer for relief, which includes a declaration that Mr Kurvits is the legal and beneficial owner of the intellectual property in the novel and storyboards. “Of: ‘(2) A declaration that the First Petitioner is the legal and beneficial owner of the Intellectual Property in the Novel and Storyboards.’ 3. Please identify, with the full particularity to be relied upon at trial: (1) Other than the First Petitioner’s alleged ownership of copyright in the Novel (as alleged in paragraph 7 of the Re-Amended Petition), any and all forms of intellectual property alleged to be legally and beneficially owned by the First Petitioner in: (a) the Novel (as defined in the Petition); (b) The Storyboards (as defined in the Petition); (2) All facts and matters relied on as giving rise to such intellectual property, save that, in relation to the First Petitioner’s alleged ownership of Copyright in the novel, particulars are only sought to the extent that the Petitioners rely on any matters beyond those set out in paragraph 24 of the Petition; (3) All facts and matters relied on for the allegation that such intellectual property is owned by the First Petitioner, save that, in relation to the First Petitioner’s alleged ownership of Copyright in the novel, particulars are only sought to the extent that the Petitioners rely on any matters beyond those set out in paragraph 24 of the Petition. 4. Please confirm whether the declaration sought in paragraph (2) of the prayer is sought against the Fourth Respondent. 5. To the extent that a declaration is sought against the Fourth Respondent please explain what useful purpose, if any, it is alleged that such the declaration would serve?”

Request

[27]It is necessary for a contributory on a petition such as this to show that he has a sufficient interest in the winding up, usually in the form of a surplus. Such a surplus must be expressly pleaded and approved at trial. The petition does plead a surplus but as Mr Harty, who appears for the company, notes, responding to that pleading is not as straightforward as it might appear. Whether there is indeed going to be a surplus in this case does appear to be a live issue. The company’s value is based on its ability to exploit the game based on Mr Kurvits’s novel. As I have explained, it does appear that the game is something of a living piece of technology and not one iteration of a game that might be supplemented by later and separate versions. The petition seeks a declaration that Mr Kurvits is the legal and beneficial owner of the IP in the novel and the storyboards. What, on the petitioners’ case, the effect of the declaration he seeks on the value of the company’s assets is not at all clear. Indeed, the scope of the claim to the intellectual property is not clear. For example, the definition of the storyboards as “a valid proof of concept for a game set in Elysium” seems to me to be vague, to say the least.

[28]Where the intellectual property lies will have a profound effect on the value of the company. It is essential for the company to know whether it is said that the intellectual property rights that make up the bulk of its value are exploitable by it at all. It may be that the first petitioner’s claim to declarations as to ownership of the intellectual property of whatever kind in the novel and the storyboards would have the effect of entirely denuding the company of its value, and so answering these two sets of requests is reasonably necessary for the purpose of the company understanding the case that it is to meet and preparing its own case. This goes to a fundamental point as to how the petition should proceed. It would be usual for a company in a just and equitable winding-up petition to remain neutral and allow the dispute to proceed between the competing shareholders but here the company is going to have to consider whether it should engage with the proceedings. Mr Harty is right when he says that the information provided as to what the petitioners are seeking in terms of declarations as to the intellectual property is insufficiently clear for the company to be able to understand whether this should be regarded as a pure shareholders’ dispute or whether the company should oppose the petition or at least some of the declarations sought. It does again appear to me to be reasonably necessary and proportionate for these questions to be answered so that the company knows not only what case has to be met but whether it needs to meet it at all.

[29]Finally, the company makes the following request:

“Of: ‘(3) An order rescinding any contract entered into which divests the Company of the Elysium Intellectual Property and/or the Games.’ Request 6. Is it alleged that the Fourth Respondent has entered into any contract which divests it of “the Elysium Intellectual Property and/or the Games”? 7. If it is so alleged: (1) Please identify such contract and state when and how such contract is alleged to have been made; (2) If and to the extent that such contract is alleged to have been made in writing, provide a copy; (3) If and to the extent that such contract is alleged to have been made orally, please state: (a) When and where the relevant conversation(s) took place; (b) The parties to the conversation(s); and (c) The words alleged to have been used by those parties; (4) If and to the extent that such agreement is alleged to have been made by some other means, please identify, with the full particularity to be relied upon at trial, the means relied on; (5) Please identify, with the full particularity to be relied upon at trial: (a) The basis on which it is said that such agreement is liable to be rescinded; (b) All facts and matters relied on as justifying an order rescinding such agreement.”

Request

[30]There is no allegation in the petition that any contract has been entered into. Mr Chapman says that this part of the prayer for relief is simply a catch all and is no more than a particularised version of the words “further or other relief”, which by convention are usually included in the prayer. That time-worn sweeping-up provision is conventional. No objection is taken to the inclusion of this element of the prayer for relief per se, at least at present, but it does seem to me that, having decided to identify a specific form of relief that the petitioners seek, the company is entitled to know what the petitioners’ case is in that regard and whether there are any specific contracts which it seeks to rescind. That, again, is going to have implications for the future conduct of the case, and in particular where the parties to any such contracts should be joined. It does not seem, from what I understand from the submissions that I heard, that there are any such alleged contracts, but having claimed that relief, it seems to me that the respondents are entitled to know, in terms, whether any such allegations are made. Again, it seems to me that it is necessary and proportionate for those requests to be answered.

[31]What is characteristic of all of these requests is that they will be straightforward for the petitioners to answer with minimal expense. Mr Chapman was able to shed light on the basis of his clients’ case during the course of submissions, but that means that it is perfectly straightforward for the requests to be answered. I have to say that, even if the petitioners believed that they had a well-founded objection to answering these requests, in the interests of minimising cost it would have been possible and sensible for them, without prejudice to their contention that they were not required to answer the request, to have provided the further clarity that the respondents sought.

[32]In the event, these do seem to me to be proper requests that are within the scope of Part 18. I will, with the exception of the request in relation to the removal of Mr Taal, direct that they be answered, and subject to hearing from counsel, I propose that 21 days is more than adequate in order to do so. Epiq Europe Ltd hereby certify that the above is an accurate and complete record of the proceedings or part thereof. Lower Ground, 46 Chancery Lane, London WC2A 1JE Email: civil@epiqglobal.co.uk This transcript has been approved by the Judge