[2026] EWHC 1813 (Ch)Case No PT-2025-000851IN THE HIGH COURT OF JUSTICECHANCERY DIVISIONBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESPROPERTY, TRUSTS AND PROBATE LIST (ChD)Venue Royal Courts of Justice, Rolls Building, Fetter Lane, London, EC4A 1NLDate 17 July 2026
Before
DEPUTY MASTER HOLDEN
Between
PAYNE HICKS BEACH TRUST CORPORATION LIMITEDClaimant(1) NAZMA SYLVIA MUSSA NIELSENDefendants(2) THE ONELIFE COMPANY S.A.DefendantConstance McDonnell KC and Harry Martin (instructed by Payne Hicks Beach LLP) for ClaimantClare Stanley KC and Caspar Bartscherer (instructed by Stephenson Harwood LLP) for First DefendantPiers Digby (instructed by Keystone Law) for Second DefendantHearing Hearing date: 7 July 2026Approved JudgmentThis judgment was handed down remotely at 10.30am on 17 July 2026 by circulation to the parties or their representatives by e-mail and by release to the National Archives.
Deputy Master Holden:
[1]These are my reasons for my decision – communicated to the parties orally during the remote hearing on 7 July 2026 – to dismiss the Claimant’s application by notice dated 15 June 2026 for an order directing the trial of two preliminary issues.[2]The application was heard together with the costs and case management conference in these proceedings. This judgment is concerned only with the application. The other matters which arose at the CCMC were disposed of at the hearing.[3]Ms Constance McDonnell KC and Mr Harry Martin appeared for the Claimant; Ms Clare Stanley KC and Mr Caspar Bartscherer appeared for the First Defendant; Mr Piers Digby appeared for the Second Defendant. I am grateful to counsel for their focused written and oral submissions.[4]The two issues which the Claimant invites me to direct be tried as preliminary issues in advance of the trial of the action (the ‘Proposed Preliminary Issues’) are: i) What are the documents which contain the terms applicable to the OneLife Individual Unit-Linked Life Assurance Contract no. MCPUK08040 (the ‘Bond’)? ii) What is the governing law of the Bond?[5]A short word on terminology. The Claimant’s statements of case refer to the life assurance contract at the centre of these proceedings as ‘the Bond’. The First Defendant refers to it as ‘the Policy’ (and in her version of the case summary as ‘the Contract’). In my view, nothing turns on the label, and I refer to it in this judgment as ‘the Policy’.
Factual background
[6]This claim concerns beneficial ownership of the Policy.[7]The Claimant, Payne Hicks Beach Trust Corporation Limited, is a trust corporation, and brings the claim in its capacity as executor of the estate of the late Louis Allan Nielsen (the ‘Deceased’), who died in June 2021. The First Defendant, Nazma Nielsen, is the Deceased’s widow; she and the Deceased married in 2004, and she is a beneficiary under his will. The Second Defendant, The OneLife Company SA, is an insurance company incorporated in Luxembourg, and is the successor in title to Nordea Life & Pensions SA (‘Nordea’), which issued the Policy.[8]The Deceased applied for the Policy by an application form headed ‘Nordea Life & Pensions S.A. Application Form’ dated 16 December 2009 (the ‘Application Form’). The Application Form was signed by the Deceased; it was also signed by the First Defendant. Funds were received by Nordea on 18 December 2009. At its inception, the First Defendant was the nominated beneficiary under the Policy.[9]The Claimant contends that the terms of the Policy are contained in or evidenced by the Application Form together with a number of further documents, including a set of General Conditions issued in 2009; Specific Conditions dated 3 March 2010; and a General Conditions Country Annex – United Kingdom. The First Defendant does not accept that the terms set out in those further documents were incorporated into the contract. The parties also appear to disagree as to the precise moment at which the contract was formed.[10]The Claimant’s case is that on 20 July 2015 the Deceased executed a Change of Nominated Beneficiaries Form (the ‘Change Form’), the effect of which was to substitute the Claimant, as the Deceased’s executor, for the First Defendant as the nominated beneficiary of the Policy. The First Defendant does not admit that the Deceased completed the Change Form, and she puts in issue whether it related to the Policy at all, rather than to some other policy.[11]The Claimant seeks declaratory relief as to the meaning and effect of the Policy: in substance, that the benefit of the Policy is held for the Deceased’s estate. The First Defendant’s case is that she remains the beneficiary of the Policy. The principal issue in the proceedings is accordingly whether the Claimant or the First Defendant is beneficially entitled to the Policy. The Second Defendant is neutral as between those rival claims, and seeks only that provision be made for its costs.[12]The First Defendant also pursues a counterclaim seeking, inter alia, a declaration that the Claimant as the Deceased’s executor is estopped from denying that the First Defendant is the beneficiary of the Policy.
Procedural history
[13]These are not the first proceedings concerning the Policy. By a letter of claim dated 28 July 2023, the First Defendant asserted her entitlement to the Policy. In August 2024 she then issued two Part 8 claims, against the Claimant and the Second Defendant respectively, relating to the Policy. The Claimant then obtained (in the face of opposition from the First Defendant) a Beddoe order permitting it to defend those proceedings or, if not progressed, to issue proceedings itself to resolve the issue of beneficial entitlement to the Policy.[14]On 18 August 2025 the Claimant issued the present proceedings. The First Defendant then issued an application disputing the court’s jurisdiction to determine the claim, and on 30 September 2025 she issued proceedings in Luxembourg against the Second Defendant (without joining the Claimant), asserting in those proceedings that the law applicable to the Policy is that of Luxembourg.[15]The First Defendant’s jurisdiction challenge was heard by Deputy Master Dew, who gave judgment on 2 February 2026 concluding that this court has jurisdiction to determine the claim. The Deputy Master’s decision was based in part on his view that the parties to the contract had chosen English law to govern the contract: see paragraph [23] of the approved transcript of judgment. There was some discussion before me of the status of the Deputy Master’s decision in this regard, and in particular whether it created any issue estoppel as to the law applicable to the contract. I am grateful to the Claimant’s counsel for pointing out to me that, the claim form having been served on the First Defendant in the jurisdiction, the Deputy Master was determining whether the Policy was subject to a jurisdiction clause in favour of the English court, in respect of which the question of the law applicable to the contract was of direct relevance. The Deputy Master’s determination was clearly solely for the purposes of determining the court’s jurisdiction to determine the claim, and not a final determination on the merits. The Deputy Master himself confirmed as much at paragraph [28] of his judgment, at which he said that “Ms Nielsen will have an opportunity to file a defence and she can in that defence make any point she wishes both as to the terms of the contract and the applicable law and any other relevant matter, but the question of jurisdiction of these courts is concluded by this judgment” (my emphasis).[16]The Deputy Master’s judgment was not appealed by any party, and the First Defendant has now in any event submitted to the court’s jurisdiction by filing her Defence and Counterclaim, which she did on 30 March 2026. I should say that, when serving her Acknowledgment of Service, the First Defendant (then acting as a litigant in person) sought in correspondence to reserve a right to argue that this court does not have jurisdiction to determine the claim. Ms Stanley KC rightly disavowed that attempt, which was and is hopeless in light of the First Defendant’s irrevocable submission to the jurisdiction.[17]The present application was issued on 15 June 2026, supported by the second witness statement of the Claimant’s solicitor, Mr Richard Manyon, of the same date, together with a draft order. It is opposed by the First Defendant, whose evidence is the first witness statement of her solicitor, Mr Peter Gillis, dated 29 June 2026. The Claimant then served a third statement of Mr Manyon in reply on 1 July 2026 (‘Manyon 3’).[18]Ms Stanley KC objected that parts of Manyon 3 went beyond proper reply evidence, which she submitted raised new material that the First Defendant had not had a fair opportunity to consider or to answer. I do not think that is a fair criticism – I consider that Manyon 3 was a proper reply to the points raised in the evidence filed by the First Defendant – and I have read and taken into account Manyon 3 and its contents in determining this application.
Legal principles
[19]The court’s power to direct that one or more issues be tried as preliminary issues is conferred by CPR r 3.1(2)(j). Whether to exercise that power is a case management decision, involving a broad discretion exercised in accordance with the overriding objective: see, recently, in connection with the closely connected jurisdiction to direct a split trial, Soroka v Payne Hicks Beach (a firm) [2025] EWHC 602 (Ch), at [13] – [14], per Master Kaye.[20]In Steele v Steele [2001] CP Rep 106, Neuberger J (as he then was) identified ten questions relevant to the court’s decision whether to order the trial of a preliminary issue, which have subsequently been used as a convenient, non-exhaustive checklist of factors to consider in exercising the jurisdiction: i) Would determination of the preliminary issue dispose of the case, or at least one aspect of it? ii) Could it significantly cut down the cost and time involved in pre-trial preparation or in connection with the trial? iii) If the issue is one of law, how much effort would be involved in identifying the relevant facts for its purposes? iv) If the issue is one of law, to what extent is it to be determined on agreed facts? v) Where the facts are not agreed, to what extent does that impinge on the value of a preliminary issue? vi) Would the determination unreasonably fetter the parties, or the court, in achieving a just result? vii) To what extent is there a risk of the determination increasing costs or delaying the trial? viii) To what extent may the determination prove irrelevant? ix) To what extent could the determination lead to an application to amend so as to avoid its consequences? x) Taking account of all of the foregoing, is it just to order the preliminary issue?[21]The authorities are replete with warnings as to the exercise of this jurisdiction. In Tilling v Whiteman [1980] AC 1, at 25, Lord Scarman famously described preliminary points of law as “too often treacherous short cuts”, whose price can be delay, anxiety and expense. In Rossetti Marketing Ltd v Diamond Sofa Company Ltd [2012] EWCA Civ 1021; [2013] Bus LR 543 at [1], Lord Neuberger MR observed that “the siren song of agreeing or ordering preliminary issues should normally be resisted”, adding that if preliminary issues are nonetheless to be tried, it is vital that the issues, and the agreed facts or assumptions on which they rest, be simply, clearly and precisely formulated. More recently, Master Kaye said that “there are dangers and unintended consequences, where an apparently bright line separating particular issues turns out not to be so bright or perhaps a little bit fuzzy”: see Soroka, at [19].[22]Guidance is also given in the Chancery Guide: paragraph 6.10 provides that “[c]osts and time can sometimes be saved by identifying decisive issues, or potentially decisive issues, and ordering that they are tried first. A trial of a preliminary issue may also be appropriate where its determination, although not itself decisive of the whole case, may enable the parties to settle the remainder of the dispute or otherwise shorten the proceedings. An example would be a relatively short question of law which can be tried without significant delay (or much in the way of disclosure or witness evidence) but which would be determinative of one or more of the key issues in dispute.”[23]Drawing these materials together, the court should order the trial of a preliminary issue with caution, and ordinarily will do so only if the preliminary issue can be simply, clearly and precisely formulated; determined on agreed or readily ascertainable facts; and where the court is reasonably confident that the trial of the preliminary issue will result in costs being reduced, and/or in the use of court time being minimised.
The parties’ submissions
[24]Ms McDonnell KC's submissions on behalf of the Claimant – made in her skeleton argument and developed orally – may be summarised as follows: i) Ms McDonnell KC referred me to the authorities set out above, and drew my attention in particular to paragraph [21] of Master Kaye's judgment in Soroka, in which (in the context of the jurisdiction to order a split trial) the Master said that “[t]he judge should stand back and take a common-sense pragmatic approach. Is it in the interests of justice having considered all the circumstances in a particular case, which will be unique to it, and consistent with the overriding objective and good case management to direct a split trial?”. Ms McDonnell KC submitted that a trial of the Proposed Preliminary Issues would be the pragmatic approach in this case. ii) The Proposed Preliminary Issues are discrete and turn entirely on the proper construction of the contractual documents. Their determination would accordingly be a paper exercise, involving the analysis and construction of the small number of available contemporaneous documents relating to the Policy, and requiring no disclosure, no live witness evidence, no cross-examination and no expert evidence. Noting that Deputy Master Dew delivered his judgment on jurisdiction orally within the course of a one-day hearing, Ms McDonnell KC submitted that a trial of the Proposed Preliminary Issues would be a similarly efficient exercise. Indeed, she submitted that the exercise has, in a real sense, already been undertaken: the subject matter of both Proposed Preliminary Issues had been considered by Deputy Master Dew on the same documents in February 2026, without any suggestion from the First Defendant that the questions could not be determined on that material. iii) The determination of the Proposed Preliminary Issues would narrow the scope of the final trial whichever way they were decided. If the outcome is that English law applies to the contract, all issues of Luxembourg law would fall away, and there would be no need for the parties to make submissions or adduce expert evidence on Luxembourg law. If, by contrast, the outcome is that Luxembourg law applies, the First Defendant's case pursuant to various English statutes, including the Contracts (Rights of Third Parties) Act 1999, s.11 of the Married Women's Property Act 1882 (the ‘1882 Act’), and s.53(1)(c) of the Law of Property Act 1925 (the ‘1925 Act’), would equally fall away, on the premise that those provisions cannot apply to a claim to an interest arising out of a contract governed by foreign law (in support of which Ms McDonnell KC referred me to JSC VTB Bank v Skurikhin [2019] EWHC 1407 (Comm)). Ms McDonnell KC acknowledged that the First Defendant's proprietary estoppel claim would be unaffected in either event. iv) On the Claimant’s calculation, as much as 2½ days of the current 6-day trial estimate could be saved, and a trial of 3 to 4 days could be listed some 4 to 5 months sooner than a longer trial. v) An early determination would simplify the dispute and improve the prospects of settlement. vi) The First Defendant’s position on both issues has shifted markedly over the course of the dispute: in her application to challenge this court’s jurisdiction to determine the claim, and in the proceedings she has issued in Luxembourg, she argued that Luxembourg law applies to the contract, whereas her primary case in her Defence is that English law applies. Ms McDonnell KC submitted that that disjointedness makes it particularly appropriate for the applicable law and the relevant documents to be clarified at an early stage, so that the evidence and argument for trial can be properly focused. She also invited me to take into account, as part of the broader picture, the First Defendant's conduct of this and related litigation, including her applications to stay the Beddoe proceedings, and her attempt to reserve her position in respect of the English court’s jurisdiction, which I referred to at paragraph 16 above.[25]For the First Defendant, Ms Stanley KC submitted in her skeleton argument and in her oral submissions as follows: i) The case involves a comparatively discrete dispute about beneficial entitlement to a single policy, eminently capable of resolution at a single one-week trial; it is far removed from the sort of complex, multi-layered dispute which benefits from staged determination. It is not the sort of case in which the trial of a preliminary issue measured in days might avoid the need for a trial lasting weeks or months. ii) This is not a case in which the proposed issues are capable of summary resolution, in respect of which Ms Stanley KC observed that the Claimant has made no application for summary judgment. Nor is any support to be derived from the judgment of Deputy Master Dew: the test in relation to the First Defendant’s application to challenge jurisdiction was whether there was a good arguable case. iii) The Proposed Preliminary Issues are fact-sensitive questions of how the contract was formed, to be construed against the admissible factual matrix (Wood v Capita Insurance Services Ltd [2017] UKSC 24; [2017] AC 1173 at [10], per Lord Hodge). The Claimant proposes that those issues be determined before any disclosure has been given and without any statement of agreed facts (the Claimant not admitting the First Defendant’s account of the discussions between her and the Deceased which formed part of the background to the conclusion of the Policy). The parties’ polarised positions make it unrealistic to suppose that a statement of facts could be agreed. Disclosure should first be given and cross-examination on the witness statements would be required; the Claimant now accepts that the exercise would occupy more than one day, and the notion that the issues could be determined in a single day is unrealistic. iv) The trial of the Proposed Preliminary Issues would dispose of neither the claim nor any pleaded cause of action or defence, and their determination would not obviate the need for the main trial to take place. Contrary to Ms McDonnell KC’s submission, Ms Stanley KC maintained that her client’s case pursuant to the 1882 Act and the 1925 Act would remain live even if the court determined that the contract was governed by Luxembourg law. In that regard, Ms Stanley KC submitted that the Claimant’s case rested on the false premise that the law governing the contract would also govern the trust in the First Defendant’s favour created by the Policy. Ms Stanley KC submitted that that was incorrect, and that whichever law governs the contract, a standalone trust was created, and under the Hague Trust Convention the governing law of a trust is that expressly or impliedly chosen or, in default of choice, the law with which the trust is most closely connected. v) Against that background, the court cannot conclude with any confidence that any significant saving of costs or of court time would result from a trial of the Proposed Preliminary Issues; on the contrary, there is a real risk that two trials will duplicate costs and increase the overall burden. If Luxembourg law were held to apply, expert evidence of Luxembourg law would be required at trial in any event, so that nothing would be saved. Even on the Claimant’s own calculations, the aggregate court time for both trials would be some 4½ days - the preliminary trial itself realistically occupying not less than 1½ days of judicial time including pre-reading - against a 6-day unitary trial. A potential saving of that order of magnitude does not begin to justify two trials instead of one. vi) Nor is there any advantage in terms of time. The preliminary issues would have to be heard, decided, and would potentially be the subject of an appeal before the main trial could safely proceed; the Claimant’s own draft directions propose that disclosure be given eight weeks after the preliminary trial; and there is at present no listing advantage, three-day and five-day trials sharing the same listing window of 26 April to 5 November 2027 (although in the event I have directed a 6-day trial). The Deceased died in June 2021, and the First Defendant has already been kept from the fruits of the Policy for more than five years. vii) There is a clear risk of consequential amendment: the Claimant has indicated a wish to be able to call Luxembourg law evidence, but has pleaded no case as to the content of Luxembourg law, and would have to amend its pleading in order to do so. viii) In short, the case is fully pleaded and, as Ms Stanley KC put it, “we shouldget it in the diary” for trial.
Discussion and disposal
[26]The Proposed Preliminary Issues are linked, and the second depends on the first: the issue of the law applicable to the contract cannot be answered until it is known which documents comprise the contract. The first Proposed Preliminary Issue is, in substance, a question of contract formation and incorporation: when the contract was concluded, and on what terms.[27]I have some doubt as to whether the question of the formation of the contract is the sort of clear, self-contained issue that can be determined without disclosure and on the basis of agreed or readily ascertainable facts, so as to be suitable for determination as a preliminary issue. Moreover, and as to the issue of contractual interpretation, that is an exercise that must be undertaken against the admissible factual matrix. The Claimant does not admit the First Defendant’s account of the discussions between her and the Deceased which, at least on her case, form part of the relevant background. The extent to which any such discussions form part of the admissible factual matrix is not something for me to determine, but again I have a real concern as to whether it is a suitable issue for determination in advance of disclosure, and without the parties having agreed a statement of facts on which the determination could be based.[28]However, even if I were to assume, in the Claimant’s favour, that the Proposed Preliminary Issues could fairly be determined on the existing documents, without disclosure or cross-examination, at a hearing occupying 1 to 1½ days of court time including judicial pre-reading (which is the estimate given at paragraph [14] of Manyon 3), it does not in any event seem to me that I should order the trial of the Proposed Preliminary Issues. I reach that conclusion for the following reasons: i) The Proposed Preliminary Issues would dispose neither of the claim, nor of any pleaded cause of action or defence. Whichever way the Proposed Preliminary Issues were determined, there would remain the need for a trial. The issues that would remain to be determined at trial include: whether a trust was created in the First Defendant’s favour; whether the Deceased completed the Change Form, and whether it related to the Policy at all; the true construction and effect of the Change Form, and its impact on the alleged trust in the First Defendant’s favour; and the First Defendant’s proprietary estoppel counterclaim (which will involve a dispute of fact requiring disclosure and cross-examination at trial). ii) I cannot be confident that the trial of the Proposed Preliminary Issues will significantly cut down the time and cost involved in the resolution of the case. The extent of the time and cost saving generated by the trial of the preliminary issue depends on its outcome, as to which: a) if English law is held to apply, the First Defendant’s case under Luxembourg law would fall away, and with it any need for expert evidence of Luxembourg law. I recognise that that would be a genuine saving. But the extent of the saving is debatable: the First Defendant relies on only two discrete pleaded points of Luxembourg law concerning the legal effect of the Change Form, and Ms Stanley KC challenged as overstated the Claimant’s estimate that submissions on Luxembourg law would occupy 2½ days of trial time (including judicial pre-reading). b) conversely, if Luxembourg law is held to apply, expert evidence of Luxembourg law would be required at the trial in any event. Ms McDonnell KC submitted that the First Defendant’s case under the 1882 Act and the 1925 Act would then fall away, but Ms Stanley KC submitted that this was incorrect, and that the First Defendant’s position is that the creation of a trust of the benefit of the Policy in her favour as a matter of English law, and the formality requirements of English law governing any subsequent disposition of her subsisting equitable interest, are questions distinct from the law governing the contractual rights created by the Policy itself. While it is not for me to determine those issues, it does seem that, if Luxembourg law is held to apply to the contract, there is a real risk that the preliminary trial would have achieved no saving of time or expense whatsoever. iii) It follows that the Claimant’s projection of a time saving of 2½ days may not be realised. Against that, I must set the additional cost of the preliminary trial itself: not less than 1½ days of court time including pre-reading; the preparation of evidence, bundles and skeleton arguments for two hearings rather than one, by two (or, if the Second Defendant participates, three) legal teams; two rounds of judicial pre-reading, re-familiarisation and judgment writing; and the risk of an appeal from the preliminary determination interposing itself before the main trial could safely be heard. iv) As to delay: there is a real risk that, if I were to order the trial of a preliminary issue, the realistic effect would be to postpone final resolution of this case, not accelerate it. That is because case management steps including disclosure would be postponed pending determination of the preliminary issues, which themselves could easily be the subject of appeals that may further postpone the main trial which, as I have said, must take place in any event. As such, I do not accept that the trial of the Proposed Preliminary Issues would necessarily result in the main trial being listed sooner. Based on the parties’ positions to date, I have also regrettably formed the view that the trial of the Proposed Preliminary Issues would not necessarily improve the prospect of settlement. v) There is a further dimension: there is at least the possibility that the Proposed Preliminary Issues may never need to be decided at all. If the First Defendant were to succeed at trial under, for example, s.11 of the 1882 Act, or in respect of her proprietary estoppel claim, it might well be unnecessary for the trial judge definitively to resolve which documents contain the terms of the Policy or which law governs it: any change effected by the Change Form could, on those hypotheses, be negated or overridden regardless. At a single trial, the trial judge can take the issues in whatever order is most economical, based on the evidence given at trial. vi) For completeness, I do not consider that the First Defendant’s conduct in respect of the Beddoe application or her jurisdiction challenge is of any great relevance to the issue I have to determine. vii) Standing back, the claimed benefits of the order sought are contingent and asymmetric. If the governing law issue were to be decided in favour of English law, there would be some time and cost saving, of debatable extent. If it were to be decided in favour of Luxembourg law, I am not satisfied that the preliminary trial would achieve any significant saving of time or cost. On the contrary, I consider that there is a real risk that it would achieve no material saving at all, and a real risk that it would generate additional cost and delay.[29]Applying the checklist derived from the judgment of Neuberger J in Steele v Steele:(1) the determination would dispose neither of the case nor of any pleaded claim or defence;(2) I cannot be satisfied that it would significantly cut down cost or time, and there is a real risk it would do the opposite;(3) to (5) the issues are not pure points of law, would not be determined on agreed facts, and the absence of agreed facts materially diminishes their value; (6) an early determination, reached without disclosure, carries some risk of unreasonably fettering the just disposal of the fact-sensitive issues that remain; (7) there is a risk of increased cost and of delay to final resolution of the case; (8) the determination may prove irrelevant if the First Defendant succeeds at trial on other grounds; (9) there is a real prospect of consequential applications to amend, not least by the Claimant itself; and (10) therefore, in my judgment, in all the circumstances it would not be just to make the order.
Conclusion
[30]This is a dispute about the beneficial entitlement to a single policy, which I have directed be determined at a 6-day trial (inclusive of judicial pre-reading), at which all of the issues of fact and law - the nature and terms of the contract, including the applicable law; the alleged trust in the First Defendant’s favour; the alleged legal restrictions on any alteration to that trust; and the alleged estoppel - will be before the court together, to be taken in whatever order the trial judge finds most efficient. A trial of the Proposed Preliminary Issues would not dispose of the main trial, and may not shorten or simplify it; indeed, there is at least some risk of the disposal of the case being complicated or delayed by it. The siren song of a preliminary trial should on this occasion be resisted. I therefore dismiss the application.