Maggie Otto v Inner Mongolia Happy Lamb Catering Management Company (Re HLHP Oriental Food Limited) [2025] EWHC 3307 (Ch)

[2025] EWHC 3307 (Ch)Case No CR-2022-BRS-000101IN THE HIGH COURT OF JUSTICEVenue BUSINESS & PROPERTY COURTS IN BRISTOLINSOLVENCY & COMPANIES LIST (ChD)Venue The Business and Property Courts in Bristol Bristol Civil and Family Justice Centre2 Redcliff StreetVenue Bristol BS1 6GRDate 16 December 2025
Before
HHJ PAUL MATTHEWS
IN THE MATTER OF HLHP ORIENTAL FOOD LIMITEDAND IN THE MATTER OF HLHP BAYSWATER LIMITEDAND IN THE MATTER OF THE COMPANIES ACT 20061) MAGGIE OTTO (2) TAO XU (3) IC UK HOLDINGS LIMITED (4) JESSICA PUI MAN KWOK Petitioners- and -(1) INNER MONGOLIA HAPPY LAMB CATERING MANAGEMENT COMPANY LIMITED (2) XIAOBING LIU (3) ZHANHAI ZHANG (4) GANG ZHANG (5) CHANGSONG WANG (6) HLHP ORIENTAL FOOD LIMITED (7) HLHP BIRMINGHAM LIMITED (8) HLHP BAYSWATER LIMITEDRespondents
Marc Beaumont (instructed by Direct Access) for PetitionersEdward Davies KC and Seamus Woods (instructed by Stewarts Law LLP) for First to Fifth RespondentsThe Sixth and Eighth Respondents were neither present nor representedRuling prepared on the papers
This judgment was handed down remotely at 2 pm on 16 December 2025 by circulation to the parties or their representatives by e-mail and by release to the National ArchiveHHJ Paul Matthews :

Introduction

[1]This is my ruling about compliance by the petitioners with my decision of 10 September 2025, which was made in relation to two separate applications in this unfair prejudice petition. The first application, by notice dated 24 February 2025, was one by the first to fifth respondents (the “active respondents”) to strike out the petition, alternatively for reverse summary judgment. The second application was one by the petitioners, by notice dated 1 April 2025, to re-amend their petition, and also to join a fifth petitioner, In-Touch Investment Holding Ltd (“In-Touch”).[2]These applications were argued before me on 13 and 14 May 2025. I handed down a written judgment on them on 10 September 2025 (see [2025] EWHC 2291 (Ch)). My judgment concluded as follows: “179. Accordingly, I will make an order refusing permission to amend the petition, unless by 4 pm on Friday 26 September 2025 a further draft petition is filed and served sufficiently attributing the conduct alleged in the “lack of specificity” section to be unfairly prejudicial to the petitioners’ interests to one or more in particular of the active respondents. There must be sufficient specificity for the active respondents to be able to plead to the petition. Alleging that a particular act or omission is to be attributed to “A and/or B and/or C and/or D and/ or E” will simply not do.[180]If such a draft petition be so served (taking account of the other draft allegations which I have indicated that I would not permit), then I will consider on paper whether the draft petition should be allowed (including the joinder of In-Touch), taking into account any written submissions on it filed and served by the respondents by 4 pm on 3 October 2025, and any reply submissions filed and served by the petitioners by 4 pm on 10 October 2025. I should be grateful for a minute of order, preferably agreed, to give effect to this judgment.”[3]As it happens, the parties could not agree a draft minute of order for approval. Looking at the court file, I do not think I ever settled one, but in my judgment that does not matter for present purposes. The parties knew what the position was (as set out above). The further draft petition was filed on CE-File at 11:19 on 26 September 2025. According to the respondents’ own written submissions, they received an (unsigned) version of the new draft amended petition on the evening of 25 September 2025. But I made no requirement that it be signed before being served. Thus, it was both filed and served within the deadline.[4]I also received, and have considered, written submissions from both sides, again within the deadlines of 3 and 10 October 2025. What I now have to determine is whether the new draft petition fulfils the conditions set out above, and, if it does, whether I should give the permission sought by the petitioners. I am very sorry that this ruling has taken so long to produce, but I have had an exceptionally busy term, with several back-to-back trials, and a number of lengthy applications to deal with.

Background

[5]The background and broad nature of the claims made, and the defences to them, as well as the history of the litigation (including the abortive trial of 4 March 2024), were set out in my earlier judgment ([2025] EWHC 2291 (Ch), [3]-[15]). I need not repeat them here. Any interested reader can consult the earlier judgment.

My criticisms of the then draft amended petition, and the consequent repleading

[6]In my judgment, I criticised the draft amended petition for which permission was sought in a number of ways. First of all, I refused permission to plead equitable title as a basis for standing for the petition. However, in the event, that did not matter, for the reasons given at [171] of my earlier judgment. So far as I can see, all such allegations have been removed from the new draft petition.[7]Secondly, there were a number of criticisms of paragraphs of the draft amended petition, with which I agreed, and I refused permission in relation to those amendments (though it is only right to say that I also dismissed some of the criticisms made by the respondents). One isolated example from my judgment is this: “123. In paragraph 28(u) of the petition it is alleged that ‘Further and/or in the alternative, in or about 2017, when he was recruited to the business, P2 was promised a 2% shareholding in Oriental. That promise was made orally by or on behalf of R1 to R4 on dates unknown in or about 2017. The shared and common intention of the parties was reflected in a confirmation statement filed at Companies House’.[124]The active respondents complain that this is ‘hopelessly vague and incoherent as to who said what and when and as a pleading for any kind of equitable entitlement’. I agree. This is not clear enough to plead to.” ‘Further and/or in the alternative, in or about 2017, when he was recruited to the business, P2 was promised a 2% shareholding in Oriental. That promise was made orally by or on behalf of R1 to R4 on dates unknown in or about 2017. The shared and common intention of the parties was reflected in a confirmation statement filed at Companies House’.[8]This has now been repleaded as paragraph 24(v) of the new draft amended petition:
“Further and/or in the alternative, in or about 2017, when he was recruited to the business, P2 was promised a 2% shareholding in Oriental. That promise was made orally by R2 in or about September 2017. On or about 6 October 2017, P1 and P2 flew to Boston, USA, where they met with R2, R3 and R4. On that occasion, R4 reconfirmed Oriental’s company structure and P2’s shareholding of 2%.”
[9]However, the most important criticisms were concerned with the lack of specificity in attributing acts complained of to specific active respondents. I set out below the relevant paragraphs of my judgment: “133. I turn now to the objections to the amendments on the grounds that they lack specificity in attributing conduct amongst the respondents (see [19], [25], [28], [28](f), [28](n), [28](o), [28](s)).[134]In paragraph 19 of the petition it is alleged that ‘On 25 September 2017, R2 met P1 at her home. He proposed that P1 would have 30% of the equity in the new venture and that P2 would have 2%. This was agreed by P1.’[135]The active respondents say that it is unclear if and how this is said to impact on other respondents than the second respondent. I do not accept this criticism. It is clear that the conduct is attributed to the second respondent only. It is not alleged that he was acting on behalf of any other respondent.[136]In paragraph 25 of the petition it is alleged that ‘ … Oriental has been managed variously since inception by those controlling R1 and/or by R2, R3, R4 and R5 as de facto directors of or ultimate decision-makers in, Oriental, irrespective of their formal status as a director. The best particulars available are that these individuals appear to have little regard for legal status and act as a shadowy syndicate, making decisions and issuing orders and directives to their colleagues in the UK.’[137]The active respondents complain that there is no attempt to differentiate in any way between the respondents, or to attribute particular acts or omissions or conduct to one or more of them. I agree. This makes it difficult, if not impossible, if the court should find (for example) that there was conduct of the affairs of the companies, for the court to fashion an appropriate remedy such as a ‘buy out order’. The petitioners may say that they do not know which of the respondents committed a particular act or omission. Unfortunately, that is sometimes the case. But justice to the individual respondents requires they be told what it is that they have to respond to. The burden of proof rests upon the petitioners to prove their case, and not upon the respondents to disprove it. I cannot give permission for this amendment.[138]In paragraph 28 of the petition it is alleged that ‘ … the affairs of Oriental and/or also R8 in the case of P4, have been conducted by R1 and/or R2 and/or R3 and/or R4 and/or R5, so as to cause the Petitioners and each of them to sustain unfair prejudice … ’[139]The same objection as under paragraph 25 is taken under this paragraph. My answer is the same, and for much the same reasons. It might be different if the phrase ‘conducted by R1 and/or R2 and/or R3 and/or R4 and/or R5’ had been written in some such terms as ‘conducted by such one or more of the 1st to 5th respondents as more particularly identified and set out in the particulars hereunder’, and the particulars then went on to identify particular respondents with particular acts or omissions. However, as we shall see, that is not the case. I cannot give permission for this amendment.[140]In paragraph 28(f) of the petition it is alleged that ‘In October 2017, an oral agreement, understood to be averred by the Respondents, was reached that P5’s shareholding in Oriental be reduced to 48% to enable P2 to acquire 2% of the shares in Oriental’.[141]The active respondents complain that there is no attempt to specify which (if any) of the active respondents was responsible for this action in relation to the sixth respondent. I agree. I do not see how the respondents can plead to this. I cannot give permission for this amendment.[142]I can take the next two paragraphs together. In paragraph 28(n) of the petition it is alleged that ‘As at October 2018, P1 was employed by Oriental as a ‘Director/Executive Director’ on a salary of £42,000 per annum. From about 1 July 2019, P1’s salary with Oriental was reduced by R4 arbitrarily and for no stated reason, from £42,000 to £36,000 per annum and she was demoted by R3 and/or R4 to finance manager and a waitress from her position as an “executive director”. These were acts of intentional humiliation and capricious subjugation’.[143]In paragraph 28(o) of the petition it is alleged that ‘In November 2019, P1’s job title was downgraded to ‘cashier’ and her salary was further arbitrarily reduced by R4 and/or R3 from £3,000 per month to £1,000 per month, again without any justification’.[144]The active respondents once again complain that there is no attempt to specify which (if any) of the active respondents was responsible for this action in relation to the sixth respondent. There is a specific allegation against the fourth respondent in paragraph 28(n), which cannot be objected to on this ground. The remaining allegations are made against the fourth respondent ‘and/or’ the third. Claims pleaded in the alternative are not objectionable in principle: see Binks v Securicor Omega Express Ltd [2003] 1 WLR 2557, CA. Whether it is indeed objectionable depends on a fact-sensitive evaluation. In the circumstances of this case, I think that there is sufficient to plead to, and I will give permission for it.[145]In paragraph 28(s) of the petition, it is alleged that ‘On or about 22 January 2020, P1 felt compelled to resign from her position as a director and employee of Oriental in light of the aforesaid exploitation and humiliation of her by or on behalf of the Respondents, whether by action or mere acquiescence as the case may be’.[146]The active respondents once more complain that there is no attempt to specify which (if any) of the active respondents was responsible for this action in relation to the sixth respondent. I agree. As with paragraph 25, paragraph 28 and paragraph 28(f), I do not see how the respondents can plead to this. I cannot give permission for this amendment.” ‘On 25 September 2017, R2 met P1 at her home. He proposed that P1 would have 30% of the equity in the new venture and that P2 would have 2%. This was agreed by P1.’ ‘ … Oriental has been managed variously since inception by those controlling R1 and/or by R2, R3, R4 and R5 as de facto directors of or ultimate decision-makers in, Oriental, irrespective of their formal status as a director. The best particulars available are that these individuals appear to have little regard for legal status and act as a shadowy syndicate, making decisions and issuing orders and directives to their colleagues in the UK.’ ‘ … the affairs of Oriental and/or also R8 in the case of P4, have been conducted by R1 and/or R2 and/or R3 and/or R4 and/or R5, so as to cause the Petitioners and each of them to sustain unfair prejudice … ’ ‘In October 2017, an oral agreement, understood to be averred by the Respondents, was reached that P5’s shareholding in Oriental be reduced to 48% to enable P2 to acquire 2% of the shares in Oriental’. ‘As at October 2018, P1 was employed by Oriental as a ‘Director/Executive Director’ on a salary of £42,000 per annum. From about 1 July 2019, P1’s salary with Oriental was reduced by R4 arbitrarily and for no stated reason, from £42,000 to £36,000 per annum and she was demoted by R3 and/or R4 to finance manager and a waitress from her position as an “executive director”. These were acts of intentional humiliation and capricious subjugation’. ‘In November 2019, P1’s job title was downgraded to ‘cashier’ and her salary was further arbitrarily reduced by R4 and/or R3 from £3,000 per month to £1,000 per month, again without any justification’. ‘On or about 22 January 2020, P1 felt compelled to resign from her position as a director and employee of Oriental in light of the aforesaid exploitation and humiliation of her by or on behalf of the Respondents, whether by action or mere acquiescence as the case may be’.[10]It will be seen that I rejected the criticism of paragraphs 19, 28(n) and 28(o), but accepted the criticisms of the other paragraphs [25], [28], [28](f), and [28](s). In the new draft amended petition, the petitioners have sought to address the latter criticisms by repleading as follows.[11]As to former paragraph [25], new paragraph [22] now relevantly reads:
‘ … Oriental has been managed variously since inception by those controlling R1 and by R2, R3, R4 and R5 as de facto directors of or ultimate decision-makers in, Oriental. These parties appear to have had scant regard for legal status and have made the decisions and issued the orders and directives on behalf of Oriental to their colleagues in the UK as hereinafter particularised in respect of the facts and matters that are relied on herein by the Petitioners. Full particulars appear below.’
[12]As to former paragraph [28], new paragraph [24] now relevantly reads:
‘ … the affairs of Oriental and/or also R8 in the case of P3 and P4, have been conducted by R1 R2 R3 R4 and R5, so as to cause the Petitioners and each of them to sustain unfair prejudice … ’
[13]As to former paragraph [28](f), new paragraph [24](f) now relevantly reads: ‘During October 2017, an oral agreement was reached with R1 (by R3) that P5’s shareholding in Oriental would be reduced to 48% to enable P2 to acquire 2% of the shares in Oriental’,[14]As to former paragraph [28](s), new paragraph [24](t) now relevantly reads:
‘On or about 22 January 2020, P1 succumbed to the aforesaid exploitation and humiliation of her by or on behalf of Oriental and resigned from her position as a director and employee of Oriental’
.

The active respondents’ submissions

[15]A preliminary point was taken by the active respondents as to whether the new draft amended petition was filed and served in time. I have already held that it was, and I therefore say nothing more about that. I turn instead to the substantive submissions. In emphasising the points below, I make clear that I have read and taken into consideration the whole of the active respondents’ written submissions dated 3 October 2025 (running to more than 12 pages).[16]The active respondents’ primary submission is that:
“5. … the changes that have been made to this further draft are superficial and do not amount to a serious attempt to address the problems recognised in the judgment. In particular, the new draft fails to deal with the fundamental issue as to specification identified by the Court. Permission to amend the petition into this further version should therefore be refused and these proceedings should at long last be brought to an end.”
[17]It is further submitted that “15. The new draft amended petition fundamentally fails to apprehend and address the foundational deficiencies as to specificity of attribution identified in clear terms by the Court. Instead, it merely reflects a perfunctory attempt to dress up the petition to appear as though it has addressed those deficiencies when upon any proper analysis it is plain that no real changes of any substance have been made.”[18]There are then set out a number of detailed submissions over more than 40 paragraphs. These are followed by a “Conclusion” of a further 8 paragraphs. In that conclusion, at [61], the active respondents say:
“ … what appears to have happened here is that the Court’s concern (at para 176) has proven to be well-founded – Ps, having had three years to think about this, are simply not able to achieve greater specificity in attributing conduct to one of more of Rs. The undeniable upshot of this, as the Court has already found, is that this entire litigation has been completely misguided and their case cannot proceed.”

The petitioners’ submissions

[19]On 7 October 2025, the petitioners filed a “Reply Note” of some 5 pages. It begins with these words:
“1. The latest submission has been read with disbelief. Very great care was devoted to the re-draft. It is not just cosmetic. The Petitioners were put on the spot by me and required to specify which Respondent was responsible for which alleged unfairly prejudicial behaviour. The need for better clarity of attribution was well understood and was carefully applied. The remarks of counsel are tendentious, strained and not fair-minded, not unlike the numerous past criticisms which were rejected by the court.”
[20]There then follows an “Allegations Table”, which the petitioners say is designed “to illustrate that the repeated and stale assertion of a lack of pleaded attribution to specific Respondents amongst R1 to R5, is fallacious” (at [3]). The written submission concludes with these words:
“4. … The claim is not difficult to understand. Each Respondent can engage with that which is discretely alleged against him/it. A Petition does not require evidence. It is not a witness statement. It is the necessarily succinct summary of the claim.”

Discussion

[21]It is important to begin by reminding myself that I did not accept all the criticisms of the then draft amended petition advanced by the active respondents. Those that I did accept, and which caused me to refuse permission to re-amend, conditionally on failing to put them right, were those relating to paragraphs [25], [28], [28](f), [28](s) and [28](u) of the then draft amended petition, as set out earlier in this ruling. I said that, if they were put right, then I would consider whether to grant permission to re-amend, taking into account the parties’ written submissions.[22]The first thing for me to do, therefore, is to decide whether the new draft amended petition deals sufficiently with the criticisms referred to in the previous paragraph. I will deal with them in turn.[23]As to paragraph [25], the criticism was that:
“there is no attempt to differentiate in any way between the respondents, or to attribute particular acts or omissions or conduct to one or more of them”
. My view was that “justice to the individual respondents requires they be told what it is that they have to respond to. The burden of proof rests upon the petitioners to prove their case, and not upon the respondents to disprove it. In my judgment, so long as the “particulars … below” (referred to in paragraph 22]) satisfy the pleading rules, there is no longer any proper objection to this paragraph. In my judgment, as set out hereafter, they do.[24]As to paragraph [28], the criticism was the same, and so was my view. In my judgment, exactly the same point arises. The allegation is now clearly made against all five of the active respondents, and they will all have to decide how to respond to it. The petitioners have chosen to cast their net wide, and of course they take a costs risk by doing so. But that is their choice. There is no proper objection to this paragraph as part of a pleading either.[25]As to paragraph [28](f), the criticism was that “there is no attempt to specify which (if any) of the active respondents was responsible”. But, in my judgment, the new paragraph [24](f) makes clear that the allegation is that the agreement of R1 was by R3. That is sufficient to resolve the uncertainty of the allegation. There can be no objection to this allegation for lack of specificity of attribution.[26]As to paragraph [28](s), the criticism was that “that there is no attempt to specify which (if any) of the active respondents was responsible for this action”. In my judgment, the new paragraph [24](s) makes a quite different allegation, which does not require the specificity that was lacking in relation to the old allegation. Accordingly, there is no objection to this paragraph on the ground of lack of specificity.[27]As to paragraph [28](u), the criticism was that this was “hopelessly vague and incoherent as to who said what and when”. The new paragraph 24(v) is more precise, and in my judgment is capable of being pleaded to.[28]Accordingly, I have reached the conclusion that all of the criticisms which caused me to refuse permission to re-amend, conditionally on failing to put them right, have now been adequately dealt with. I must therefore consider whether in these circumstances I should give permission to amend the petition by substituting one in this form.

Should I give permission?

[29]Against giving permission are the petitioners’ earlier failures to comply with the civil litigation rules, and the consequent significant delay in getting the petition (issued as long ago as 21 September 2022) into a state in which it can be pleaded to. This includes the failure of the petitioners to ensure that they actually had standing to present the petition, leading to the abortive trial before Zacaroli J (as he then was) in March 2024. This has without doubt resulted in the respondents’ incurring significant legal costs and being obliged to invest time and energy in dealing with the litigation.[30]The petitioners cannot pray in aid the facts that they are not lawyers, nor that English is not their first language, nor that for part of the time they were acting in person. With a few limited exceptions, we have only one set of rules for ordinary civil litigation. These apply to everyone, British nationals and foreign nationals (see for example the full Court of Appeal in relation to the rights of aliens to sue in the King’s courts, in Porter v Freudenberg [1915] 1 KB 857, 869,), English-speakers and non-English-speakers (see for example the discussion about litigants who do not speak English in Re Fuld [1965] 1 WLR 1336, 1340-41), and both litigants who are legally represented and those who are not so represented (see for example Barton v Wright Hassall [2018] 1 WLR 1119, [18], [42], SC).[31]On the other hand, the petitioners can properly invoke the overriding objective contained in CPR rule 1.1(1), that “the court [should] deal with cases justly and at proportionate cost”. That involves, amongst other things (set out in CPR rule 1.1(2)), ensuring that the parties are on an equal footing, and dealing with the case in ways which are proportionate to the importance of the case, dealing with it expeditiously and fairly, and enforcing compliance with rules, practice directions and orders. In the present case, these various factors (including ones that I have not expressly referred to) do not necessarily work in the same direction.[32]In the present case, in my judgment, we are now at last in a position where the issues between the parties are capable of being pleaded to and tried. The question is whether I should permit this to go forward. I agree that the respondents have, at least to a certain extent, been “messed about” (even though there were some aspects where they could have done more), but, so far as I can see, no serious prejudice is suggested by the respondents.[33]They can of course point to extra legal costs incurred, but there is a jurisdiction to deal with that. They can point to the emotional and management costs of dealing with the litigation, but these are standard to all litigation. In general terms, a citizen must submit to being sued unsuccessfully. No cause of action arises merely because someone sues you and loses. It is a known risk of civic society, where disputes are settled by the law of the state, and not by the force of the parties.[34]On the other hand, I accept that, if the proceedings were not bona fide, but intended deliberately to cause harm, then there might well be tort claims that could be made: cf Crawford Adjusters v Sagicor General Insurance (Cayman) Ltd [2014] AC 366, PC. But there is no suggestion that that is the case here. Overall, therefore, my view is that, although it has taken rather longer than it should have done to reach this point, justice requires that the petitioners should be allowed to try the true issues between the parties.

Conclusion

[35]Accordingly, I will make an order dismissing the active respondents’ application to strike out the petition, alternatively for reverse summary judgment. And I will allow the second application by the petitioners, to re-amend their petition, and also to join a fifth petitioner, In-Touch Investment Holding Ltd, in the form presented to the court on 26 September 2025. I should be grateful to receive an agreed minute of order for approval. This minute of order should also include as many directions to take this matter forward as can be agreed. At a minimum, there will be directions for filing and serving further statements of case, and for a CCMC (to be listed before me). But if the parties can agree more than this, then so much the better.