BS Enterprises Limited, Re [2026] EWHC 1851 (Ch)

[2026] EWHC 1851 (Ch)

Case No CR-2025-000268

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

INSOLVENCY AND COMPANIES LIST (ChD)

Venue Rolls Building Royal Courts of Justice, 7 Rolls Buildings London EC4A 1NL

Date 22 July 2026

Before

INSOLVENCY AND COMPANIES COURT JUDGE GREENWOOD

Between

AMRIK SINGH SAINIPetitioner

INDERJIT KAUR PANDHERRespondents

BS ENTERPRISES LIMITEDRespondent

IN THE MATTER OF BS ENTERPRISES LIMITED

AND IN THE MATTER OF THE COMPANIES ACT 2006

Mr Matthew Winn-Smith (instructed by Treon Law Solicitors) for Petitioner

Ms Maria Mulla (instructed by MFG Solicitors LLP) for First Respondent

The Second Respondent was not present or represented.

Hearing Hearing dates: 22-24 April 2026

JUDGMENT

[1]This was the trial of an unfair prejudice petition (“the Petition”) presented on 15 January 2025 under section 994 of the Companies Act 2006, by Mr Amrik Singh Saini (“Mr Saini”), in respect of the affairs of a company called BS Enterprises Limited (“the Company”). The Company was incorporated on 21 March 2013, and its principal asset is a property known as “The Thorns Inn”, at 174 Thorns Road, Brierly Hill, DY5 2JY (“the Property”), which it bought in May 2013. Mr Saini is a director of the Company, and holds 50% of its issued shares. Since a time subsequent to the death of her husband, Mr Jagdeep Bhader (“Jagdeep”), on 8 November 2016, its only other director and shareholder has been the First Respondent, Jagdeep’s widow, Ms Inderjit Kaur Pandher (“Ms Pandher”).

[2]Mr Saini and Jagdeep had been good friends, and both were experienced in the hospitality business; it had been their plan - albeit not recorded in writing, or formally agreed - first to renovate, and then to operate the business of a restaurant/pub from the Property, through a separate trading company, also to be owned and operated by them, jointly and equally. Their plan therefore, and the basis of their association, was that they would both profit equally from ownership of the Property, and from the operation of the trading business; the Company took its name from the first letters of their surnames. On 9 June 2014, a company called “Thorns Inn Limited” (“Thorns Inn 1”) was incorporated to act as the operating company; as had been agreed, it was owned equally by Mr Saini and Jagdeep, and they were its only directors. In accordance with the broad terms of their agreed venture, in about October 2015, following a period of renovation funded in part by Mr Saini, the planned business began to trade from the Property.

[3]Unfortunately, in the course of 2016, differences arose between Mr Saini and Jagdeep in relation to the operation of the business, and their commercial relationship became strained; in particular, those differences were attributed by Mr Saini to the appointment of a certain person, introduced by Jagdeep, to manage the day to day business of the Inn, and to the close (and increasingly exclusive) relationship between that person and Jagdeep; Mr Saini’s case was that his relationship with Jagdeep deteriorated to the extent that eventually, in about October 2016, they met and agreed in principle that by Christmas that year, Jagdeep would buy Mr Saini’s shares in the Company, and in effect, that their joint venture would be dissolved; in the meantime, Mr Saini would step back from any further attempted day to day involvement in the business, which would in due course belong to Jagdeep alone; they agreed to a further meeting at which to finalise the terms of their disassociation. However, as I have said, before that meeting could take place, Jagdeep died.

[4]As to the operation of the business, the position presently, and as at the date of the Petition’s presentation in January 2025, was that albeit not pursuant to any formally agreed, written terms, the business of the pub/restaurant is owned and operated (and to this extent, the Property is occupied) by two companies – “K2JY Limited” (“K2JY”), which was incorporated on 29 April 2016, and is owned exclusively by Ms Pandher (its only director), and “The Thorns Inn Limited” (“Thorns Inn 2”), which was incorporated on 23 January 2019, and is owned exclusively by Ms Pandher’s cousin, Mr Bahader Singh (“Bahader”) (again, its only director). Thorns 1 was dissolved on 3 October 2017 (without, said Mr Saini, his knowledge or consent).

[5]It follows that (contrary to the scheme of the originally agreed venture, and despite the fact that his stake in the Company has not been purchased, as he said had been agreed with Jagdeep), Mr Saini is not now involved in any capacity in either of the operating companies, and that his only means of receiving payment, benefit or profit from the enterprise, and from the various arrangements concerning the Property and the operating business, is through his directorship and/or joint ownership of the Company. It also follows that the Company’s best interests are no longer identifiable with the best interests of the operating companies, because they are differently owned – indeed, in some respects, for example, the price payable for the Property’s use and occupation by the operating companies, their interests are opposed.

[6]Essentially, against that briefly summarised background, Mr Saini’s case was that the Company’s affairs have been conducted in a manner unfairly prejudicial to his interests as a member because, since Jagdeep’s death, he has been excluded from its management by Ms Pandher, who has, furthermore, caused it in breach of duty to let (or licence) the Property to operating companies in which he has no interest - K2JY and Thorns 2 - in return for payments substantially depressed below market rates, and informally, without even the benefit of written terms and covenants; furthermore, the Company has paid utility bills that ought to have been paid by the operating companies: overall, the venture has thus been organised to the advantage of the operating companies, at the expense of the property holding company.

[7]In the event, the Company has declared no dividends, and Mr Saini has not received any other payment or benefit from the Company (or of course, from the operating businesses, in which he is not involved). In the circumstances, he sought an order that his shares in the Company be bought by Ms Pandher.

[8]Ms Pandher denied that Mr Saini was entitled to the relief sought. Essentially, in closing at any rate, her case was that Mr Saini had not been excluded, but on the contrary, had acquiesced, taken part in, or consented to, her management of the business, which had been conducted by her in good faith, and that if and to the extent that she was in breach of her duties to the Company (which she denied), then so too was he. Unfair Prejudice: The Law

[9]There was no real dispute as to the relevant law.

[10]The Companies Act 2006, section 994(1) provides: (1) A member of a company may apply to the court by petition for an order under this Part on the ground— (a) that the company's affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members (including at least himself), or (b) that an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial.

[11]The court's powers can only be invoked by a member of a company, and only in respect of the way in which the company's affairs are being or have been conducted, or in respect of an actual or proposed act or omission of the company: Re Kings Solutions Group Ltd

[2022] BCC 529

[12]The conduct complained of must be both unfair and prejudicial; the components are distinct. As was said by Neill LJ in Re Saul D Harrison & Sons plc

[1995] 1 BCLC 14

, at 31c. "The conduct must be both prejudicial (in the sense of causing prejudice or harm to the relevant interest) and also unfairly so: conduct may be unfair without being prejudicial or prejudicial without being unfair and it is not sufficient if the conduct satisfies only one of these tests…"

[13]Prejudice must be suffered by the petitioner in his capacity as a member - that is his relevant protected interest; the harm suffered need not be strictly financial or "economic" - that requirement ought not to be too narrowly or technically understood; prejudice must be real, rather than merely technical or trivial, and must be established objectively, not according to the subjective views of the petitioner. In Re Coroin Ltd

[2012] EWHC 2343

, David Richards J (as he then was) said:

"Prejudice will certainly encompass damage to the financial position of a member. The prejudice may be damage to the value of his shares but may also extend to other financial damage which in the circumstances of the case is bound up with his position as a member. So, for example, removal from participation in the management of a company and the resulting loss of income or profits from the company in the form of remuneration will constitute prejudice in those cases where the members have rights recognised in equity if not at law, to participate in that way. Similarly, damage to the financial position of a member in relation to a debt due to him from the company can in the appropriate circumstances amount to prejudice. The prejudice must be to the petitioner in his capacity as a member but this is not to be strictly confined to damage to the value of his shareholding. Moreover, prejudice need not be financial in character. A disregard of the rights of a member as such, without any financial consequences, may amount to prejudice falling within the section."

[14]As to the element of unfairness, as was explained by Patten J at [60]-[61], delivering the judgment of the Court of Appeal in Grace v Biagioli & Others

[2005] EWCA Civ 1222

, "one can deduce the following principles" from the speech of Lord Hoffmann in O'Neill v Phillips [1999]1 WLR 1092:

"(1) The concept of unfairness, although objective in its focus, is not to be considered in a vacuum. An assessment that conduct is unfair has to be made against the legal background of the corporate structure under consideration. This will usually take the form of the articles of association and any collateral agreements between shareholders which identify their rights and obligations as members of the company. Both are subject to established equitable principles which may moderate the exercise of strict legal rights when insistence on the enforcement of such rights would be unconscionable; (2) It follows that it will not ordinarily be unfair for the affairs of a company to be conducted in accordance with the provisions of its articles or any other relevant and legally enforceable agreement, unless it would be inequitable for those agreements to be enforced in the particular circumstances under consideration. Unfairness may, to use Lord Hoffmann's words, "consist in a breach of the rules or in using rules in a manner which equity would regard as contrary to good faith": see p.1099A; the conduct need not therefore be unlawful, but it must be inequitable; (3) Although it is impossible to provide an exhaustive definition of the circumstances in which the application of equitable principles would render it unjust for a party to insist on his strict legal rights, those principles are to be applied according to settled and established equitable rules and not by reference to some indefinite notion of fairness; (4) To be unfair, the conduct complained of need not be such as would have justified the making of a winding-up order on just and equitable grounds as formerly required under s.210 of the Companies Act 1948; (5) A useful test is always to ask whether the exercise of the power or rights in question would involve a breach of an agreement or understanding between the parties which it would be unfair to allow a member to ignore. Such agreements do not have to be contractually binding in order to found the equity; (6) It is not enough merely to show that the relationship between the parties has irretrievably broken down. There is no right of unilateral withdrawal for a shareholder when trust and confidence between shareholders no longer exist. It is, however, different if that breakdown in relations then causes the majority to exclude the petitioner from the management of the company or otherwise to cause him prejudice in his capacity as a shareholder."

[15]Any breach of fiduciary duty by the company’s directors is prima facie a ground for relief under section 994, whether or not it could form the subject-matter of a derivative claim. Having said that, not every such breach will justify relief – that will depend upon the nature of the breach, and of the prejudice caused.

[16]In Re Saul D Harrison & Sons Plc [1994] B.C.C. 475, Hoffmann LJ (as he then was), said:

“[Counsel] who appeared for the petitioner … said that the only test of unfairness was whether a reasonable bystander would think that the conduct in question was unfair. This is correct, so far as it goes, and has some support in the cases. Its merit is to emphasise that the court is applying an objective standard of fairness. But I do not think that it is the most illuminating way of putting the matter. For one thing, the standard of fairness must necessarily be laid down by the court. In explaining how the court sets about deciding what is fair in the context of company management, I do not think that it helps a great deal to add the reasonable company watcher to the already substantial cast of imaginary characters which the law uses to personify its standards of justice in different situations. An appeal to the views of an imaginary third party makes the concept seem more vague than it really is. It is more useful to examine the factors which the law actually takes into account in setting the standard. In deciding what is fair or unfair for the purposes of s.459, it is important to have in mind that fairness is being used in the context of a commercial relationship. The articles of association are just what their name implies: the contractual terms which govern the relationships of the shareholders with the company and each other. They determine the powers of the board and the company in general meeting and everyone who becomes a member of a company is taken to have agreed to them. Since keeping promises and honouring agreements is probably the most important element of commercial fairness, the starting point in any case under s.459 will be to ask whether the conduct of which the shareholder complains was in accordance with the articles of association. The answer to this question often turns on the fact that the powers which the shareholders have entrusted to the board are fiduciary powers, which must be exercised for the benefit of the company as a whole. If the board act for some ulterior purpose, they step outside the terms of the bargain between the shareholders and the company. As a matter of ordinary company law, this may or may not entitle the individual shareholder to a remedy. It depends upon whether he can bring himself within one of the exceptions to the rule in Foss v Harbottle (1843) 2 Hare 461. But the fact that the board are protected by the principle of majority rule does not necessarily prevent their conduct from being unfair within the meaning of s.459. Enabling the court in an appropriate case to outflank the rule in Foss v Harbottle was one of the purposes of the section. So in Re a Company No.00370 of 1987 … where the complaint was of a consistent refusal by the board to recommend payment of a dividend, Harman J said that such conduct could make it just and equitable to wind up the company. He did so by reference to the seminal judgment of Lord Wilberforce in Howard Smith Ltd v Ampol Petroleum Ltd … on the principles by which the court decides whether the board has acted within its fiduciary powers and said that on the facts alleged it was arguable that the board had exceeded them. This seems to me in principle the correct point at which to start the inquiry into both whether the conduct in question could justify a just and equitable winding up and also whether it is unfair for the purposes of s.459 … Although one begins with the articles and the powers of the board, a finding that conduct was not in accordance with the articles does not necessarily mean that it was unfair, still less that the court will exercise its discretion to grant relief. There is often sound sense in the rule in Foss v Harbottle. Not only may conduct be technically unlawful without being unfair: it can also be unfair without being unlawful. In a commercial context, this may at first seem surprising. How can it be unfair to act in accordance with what the parties have agreed? As a general rule, it is not. But there are cases in which the letter of the articles does not fully reflect the understandings upon which the shareholders are associated. Lord Wilberforce drew attention to such cases in a celebrated passage of his judgment in Re Westbourne Galleries … which discusses what seems to me the identical concept of injustice or unfairness which can form the basis of a just and equitable winding up ….”

[17]In Re Edwardian Group Ltd

[2018] EWHC 1715 (Ch)

at [339], [493], [606], [620], it was held that a breach of fiduciary duty by the directors, such as not to place themselves in a position of conflict of personal interest and duty, or a biased investigation, could amount to unfair prejudice merely because it was “corrosive of good administration and trust between shareholders and directors”.

[18]Sections 171-177 of the Companies Act 2006 set out the well-known codification of directors’ duties. A director of a company must act in the way s/he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (section 172); a director of a company must exercise reasonable care, skill and diligence (section 174); and a director of a company must avoid a situation in which s/he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company (section 175).

[19]Finally, if the affairs of the company are conducted with the agreement of the petitioner, or if he acquiesces in that conduct, he may be denied any right to complain about it: see Bateson v Bateson

[2014] 1 BCLC 507

. Similarly, conduct may not be unfair (or a court may refuse relief in respect of it) if caused by the petitioner's own conduct or warranted as a reaction to it: see Re London School of Electronics Ltd

[1986] Ch 211

at 222B-C.

[20]As to appropriate relief, the Court’s purpose is to remedy the unfair prejudice suffered by the petitioner. In service of that aim, its powers are extremely wide and flexible, although as Robert Walker LJ (as he then was) said in Profinance Trust SA v Gladstone [2002] 1 W.L.R. 1024 at [19]: “… even a wide discretion to do what is fair must (as Lord Hoffmann said in O’Neill v Phillips [1999] 1 W.L.R. 1092, 1098) be exercised judicially and on rational principles”.

[21]In Re Bird Precision Bellows Ltd

[1986] Ch. 658

CA (Civ Div) at 669, in a passage often cited, Oliver LJ (as he then was) said:

“The whole framework of the section, and of such of the authorities as we have seen, which seem to me to support this, is to confer on the court a very wide discretion to do what is considered fair and equitable in all the circumstances of the cases, in order to put right and cure for the future the unfair prejudice which the petitioner has suffered at the hands of the other shareholders of the company.”

[22]In fashioning relief: 22.1. in many cases, there is much to be said for a “clean break”: see, for example, per Warner J in Re Elgindata (No.1) [1991] B.C.L.C. 959, and per Lawrence Collins J (as he then was) in Re Clearsprings (Management) Ltd

[2003] EWHC 2516

Ch at [29]; 22.2. if a share purchase order is made, the court will, in general, value the shares in question as if the unfairly prejudicial conduct (assuming that it has had a negative impact upon the value of the company) had not taken place: Scottish Cooperative Wholesale Society v Meyer

[1959] AC 324

at 364; sometimes this assessment might be achieved by valuing the company at a date before the unfairly prejudicial conduct; alternatively, a specific allowance can be made in the valuation for the unfairly prejudicial conduct: Re Elgindata

[1991] BCLC 959

at 1007-1008; and, 22.3. the remedy should be proportionate to the prejudice suffered by the petitioner and is not by way of punishment for bad behaviour: per Jonathan Parker LJ in Re Phoenix Office Supplies Ltd [2003] B.C.C. 11 at [51]; Hawkes v Cuddy [2008] B.C.C. 390 at [243]-[252] (per Lewison J as he then was). The Witnesses of Fact

[23]The court's approach to the assessment of witness evidence has been the subject of numerous explanations and comments in the authorities: of significance, see for example, Armagas Ltd v Mundogas S.A. (The Ocean Frost)

[1985] 1 Lloyd’s Rep 1

at 57; Grace Shipping v Sharp & Co [1987] 1 Lloyd’s Law Rep. 2017 at 215-216; and Gestmin v Credit Suisse

[2013] EWHC 3560 (Comm)

. In particular, I bear in mind that memory is fallible; it can be affected by the trial process, and witnesses are quite capable of coming to believe in the truth of what are in fact false or mistaken “recollections”; credibility is not the same as honesty, and fluency and confidence are not necessarily hallmarks of accuracy; of particular importance, oral testimony is always to be judged by reference to the documents, to known facts, and to the inherent probabilities.

[24]In the present case, the court heard evidence from both Mr Saini and Ms Pandher, both of whom were cross-examined.

[25]In my judgment, Mr Saini was doing his best to assist the court and genuinely to recall the relevant events. Having said that, many of those events took place some time ago, between 2015 and 2024; they have long been the subject of dispute, debate and correspondence, as well as these proceedings; to a significant extent they were not directly touched upon or evidenced by reliable, contemporaneous documents.

[26]Ms Pandher’s evidence, however, was not satisfactory. In my judgment she was, on more than one occasion, willing without apparent compunction, to say whatever she thought would best suit her case; moreover, she frequently engaged in speculation, inference and reconstruction, rather than genuine recollection. Three examples, described in further detail below, were: 26.1. first, as described below at [65], in relation to the email of 2 May 2016, sent by Jagdeep to himself, she claimed some sort of recollection (unmentioned before the trial) of having seen (but not read) the email at the time, printed, and in the hands of Jagdeep; that evidence was not credible; 26.2. second, as described below at [99], she gave evidence (in her written statement) of having attempted to let the Property on the open market, and of “several” third parties having “cited” capital expenditure requirements; that (important) evidence was directly contradicted and wholly undermined by her oral evidence, first that she had been absent from the business at the relevant time, and second, that in any event, she had in fact engaged in a process that was entirely private to herself, without contacting others; and, 26.3. third, as described below at [93], in October 2022, her solicitors, having been asked directly, and having apparently taken her instructions, told Mr Saini’s solicitor that Bahader “was an arm’s length business introduction”, and that other “than a business relationship our client has no other relationship” with him; that was untrue and misleading – Bahader is Ms Pandher’s cousin, a member of her family; the relationship was far from wholly commercial, and it went to the heart of one of Mr Saini’s complaints.

[27]Whilst therefore I do not completely discount Ms Pandher’s evidence, I have treated it with significant, additional caution. The Expert Evidence

[28]By virtue of an order made by ICC Judge Burton on 24 June 2025, there was expert evidence from two single joint experts (neither of whom was cross-examined) comprised principally in two written reports: first, dated 24 March 2026, from Mr Paul Newby, in relation to the market rent and the market value of the Property (in fact comprising the freehold interest in the land at 174 Thorns Road registered with title number WM886400, and in a parcel of adjoining land registered with title number SF76473); and second, dated 26 March 2026, from Mr Simon Blake, in relation to the value of the Company and of Mr Saini’s shareholding in the Company. The Value of the Property The Single Joint Expert: Mr Newby’s Report

[29]The Property was bought by the Company in May 2013, for £235,000 plus VAT, before being renovated and opened as a pub/restaurant in 2015. Mr Newby’s ultimate conclusions were: 29.1. that as at 24 March 2026, the market rent, based on the notional lease terms that he set out, although of course not in fact agreed by the parties (including a ten year lease term; minimum 3 month rent deposit; five yearly upward only rent review; and the tenant to be responsible for all normal outgoings) was £65,000 per annum; 29.2. that the market value of the Property as at that date (based on the same notional terms, and on a market rent of £65,000 per annum, in accordance with his opinion) was £610,000; and, 29.3. that the market value of the Property as at that date, with vacant possession, was £875,000.

[30]As has been frequently observed, the valuation of property is an art, not a science (at any rate, it has elements of both). In respect of his methodology, in summary terms, Mr Newby explained that in valuing a property used for the purposes and as the site of a trading business, such as a public house (and therefore, such as the Property in the present case), the usual approach (and indeed, the appropriate approach in this case) is to consider the trading potential of the business by reference to its profits, supported by comparisons with evidence of any relevant market transactions.

[31]Fundamentally, that approach first involves the assessment of the “Fair Maintainable Turnover” (“FMT”) for the business conducted at the property, being the level of trade that a “Reasonably Efficient Operator” (“REO”) would expect to achieve when running the business properly, from a properly repaired and maintained building. From the FMT, the valuer is able to assess gross profit, and from that, the “Fair Maintainable Operating Profit” (“FMOP”).

[32]On that basis, “Market Rent” is determined by reference to FMOP, with a further deduction to reflect the interest on a tenant’s capital employed in the business, and the resultant “Divisible Balance” to be apportioned between landlord and tenant “by way of rental bid”.

[33]The property’s “Market Value” on the investment basis (in other words, not assuming its vacant possession) adopts a net initial yield to capitalise the passing or proposed rent at a years’ purchase (“YP”) multiplier. Factors relevant to the selection of the appropriate initial net yield include matters such as location and standard of repair, but also, the security of the rent passing, the quality of the tenant covenant, the strength of the business and the resulting affordability/sustainability of the rent being capitalised.

[34]Finally, Market Value on the profits basis, assuming vacant possession is available, requires the valuer to apply an appropriate YP multiplier to capitalise the anticipated FMOP having regard to the assessed trading potential and available comparable evidence. The YP selected reflects an appropriate rate of return having regard to the balance of risks and rewards associated with ownership of the asset and trading potential. It is based on a range of considerations including historic trading performance and the quality and transparency of the financial information available, as well as the availability of possible purchasers, likely purchaser demand and possible commercial competition.

[35]In the present case, Mr Newby’s opinion was that “overall, … the actual accounts [of the two operating companies] do not provide a reliable basis upon which to consider the key valuation metrics of FMT and FMOP, and therefore the relevant levels of profits to be adopted for valuation purposes”. In this regard, he noted the disruption caused by the Covid-19 pandemic; that it was “unusual” to find (as apparently on average in the present case) gross margins in respect of drink at a level beneath those in respect of food; that operating costs were high by reference to benchmark comparisons (although he had been advised that “total costs include some element of rent so the proportion of costs to sales is elevated”); that the Respondents were unable to provide a full breakdown of the annual rents included in each accounting year, albeit that “some information had been extracted from the company bank statements”; such that ultimately, it was “not possible to provide an accurate statement of profit before rent payment”, and in any event, “the profit levels shown in the accounts’ summaries are below the benchmark levels to be expected of this type of business.”

[36]In the circumstances, Mr Newby was driven to adopt an FMT for the whole of the business conducted at the Property (disregarding its current division between two operating companies) of £850,000 per annum, net of VAT. He assessed this figure based on annual sales per customer seat of £6,500 (multiplied by 130 = £845,000) and/or £16,000 average weekly sales (multiplied by 52 = £832,000). Of that FMT, he assumed an overall gross profit of 60%, reflecting REO expectations in this market sector, and operating expenses at 50% of total sales net of VAT. He therefore assessed FMOP at c.£175,000.

[37]On that basis, Mr Newby assessed the Market Rent in the sum stated above. He observed that in the present case, prospective tenant bidders would be more wary of taking a lease given that the FMT and FMOP are unproven, and on that basis and in all the circumstances, adopted a 40% rental bid.

[38]In his assessment of Market Value, Mr Newby noted that investment yields are generally pitched between 6.5% and 9%, but said, of the present case specifically:

“By comparison [the Property] is not actually let, nor is there a business that is trading to potential or a tenant of proven covenant quality. Therefore, in my opinion investors will require a higher investment return to reflect these risks at 10% or higher. However, as [the Property] is of good quality, ready to trade from day one and in my view a good prospect for letting, offsetting some of the risk, I shall adopt a gross investment yield at 10%. Therefore, the value on this basis is the Market Rent of £65,000 per annum times 10 YP less normal purchaser’s costs at circa 7% giving a value of about £607,500 which I round to £610,000 representing a net yield of 9.38%.”

[39]In assessing Market Value with vacant possession, Mr Newby said that in his experience, for a property of this type that is well invested with a proven business track record and evidence of buyer demand, it would be usual to consider a multiplier of 6-7 YP. However, because in the present case, “only some of these credentials are satisfied”, it was appropriate to apply a reduced multiplier of 5 YP to the FMOP of £175,000 producing a freehold vacant possession value in the region of £875,000, which he considered to be a reasonable level of value which reflected the strong interest in the sector.

[40]From Mr Newby’s expert evidence, it follows that the Property’s Market Value on the investment basis would be higher were it actually let, and were the business operated by a tenant trading to potential (or at least, to a tenant of proven covenant quality). Assuming for example an investment return of 9%, Market Value would increase (from £610,000) to £675,000, and assuming 6.5%, would increase to £935,000. Similarly, in respect of Market Value with vacant possession, again, the fact of a proven business track record would be capable of increasing the multiplier (from 5) to 6-7 YP (and a value between £1,050,000 and £1,225,000).

[41]In respect of the Property’s value, and appropriate levels of rent, there were three other, earlier reports, albeit not produced for the purposes of the present proceedings. Mr Newby’s First Report

[42]First, Mr Newby himself produced a Report (in fact referred to in his Report of 24 March 2026) dated 22 September 2023, on the instructions of Mr Saini. In that Report, Mr Newby recorded his understanding as having been that he was required to prepare a report “acting as an expert witness for the purposes of possible litigation relating to the current occupation of the [Property]”. As such, he confirmed that he considered himself bound by the provisions of the CPR, and that he owed duties to the court. In many respect, the First Report was in similar terms to that considered above. For present purposes, I note that: 42.1. FMT at that time was assessed by Mr Newby at £875,000; 42.2. Market Rent was assessed at £60,000 per annum in the period 2016-2020, and at £65,000 per annum in the period 2021-2023 (albeit the Pandemic is likely to have disrupted the possibility of the modest increase suggested); 42.3. the Property was described as a “good quality public house … that is, or ought to be, readily lettable, if offered on the terms of the notional tenancy, in current market conditions”. Mr Lane’s Report

[43]Second, a Report was produced by a Mr Russell Lane, a RICS registered valuer (of Aitchison Rafferty), dated 24 February 2016 - in other words, not long after the business began to operate, but at a time when, according to Mr Saini, his relationship with Jagdeep had started to deteriorate. The Report was addressed to the Company, marked for the attention of Jagdeep, and its purpose was to value the Company’s freehold interest. Mr Lane described the Property as “a good quality public conversion fitted out to a good level of specification, with a large private car park”. He said that as such he would “expect [the Property] to achieve below the midrange unit rent” and estimated the appropriate sum to be in the region of £125 per square metre, which gave a rental value of approximately £65,000 per annum, and therefore a value similar to that assessed by Mr Newby. The Allcott Commercial Report

[44]Finally, was a Valuation Report dated 15 September 2025, produced by Mr Tom Goodman of Allcott Commercial, also a RICS registered valuer, on the instructions of Ms Pandher. This Report was referred to by Ms Pandher during her cross-examination (apparently for the first time, and certainly not mentioned in her witness statement) but not disclosed until after the end of her evidence, albeit before counsels’ closing submissions. In the circumstances, its contents were not properly interrogated by Mr Saini or his advisers, or considered by Mr Newby - there was no opportunity for them to do so. For that reason, it was difficult to attach to it any real weight. In Mr Lane’s opinion, as at 11 August 2025, the Property was worth £509,000 and its current market rental value was £55,000 per annum. The Value of the Company: Mr Blake’s Report

[45]The Company was valued by Mr Simon Blake FCA, CF, of Price Bailey LLP. He was instructed to value the Company as a “property holding business (landlord model)” based on appropriate methodologies. His Report was dated 26 March 2026. He noted that the Property had been renovated at a cost of £293,382, and that £49,078 had been capitalised in the 2016 balance sheet as “fixtures and fittings”.

[46]In his Report, Mr Blake explained that he had been much hampered by the quality of the financial and accounting information provided to him. He noted that there were no management accounts, and that the annual accounts to 30 April 2025 had not been prepared. He noted also that there was no formal lease and that “the directors/shareholders paid rent informally sufficient to cover [the Company’s] liabilities to pay its third-party debts”. Variously, he said that he had identified inconsistencies with the accounting, for example that the accounts did not include the bank loan, or interest charged on the bank loan in the profit and loss account. He described that failure as “disappointing, as it is very clear to me, given that(1) the repayments have been made through the company’s bank account

(2) the loan statements provided to me and

(3) there are fixed and floating charges lodged against the company by Lancashire Mortgage Corporation recorded at Companies House that the bank loan should be recorded directly in the accounts as a liability”.

[47]In addition, he noted that there were “a large number of transactions that appear to be between the company and the shareholders or what appears to be related companies to the shareholders. This often appears to be to ensure that there are sufficient funds to cover outgoing payments. When such transfers were made, I noted that the parties did not constantly make matching payments. When I enquired of the accountants requesting details of the separate shareholder/director loan accounts, I was advised they were “unable to provide separate DLA accounts for each of the Directors”. I therefore cannot confirm whether the director/shareholder loans are shared equally between the parties.” Ultimately, Mr Blake said that this “also means I do not have confidence that the accounts provided to me are accurate”.

[48]Having been provided with Mr Newby’s expert report, and given also the absence of reliable accounts, that no dividends had been declared and that no cash flow forecasts were available, Mr Blake took an asset based approach to his valuation, without reference to the prepared accounts. On that basis, and assuming the Property to be worth £610,000 (with tenants in situ), he concluded that the Company’s net asset value before considering shareholder/director loans, was just under £400,000 (being the Property value of £610,000 minus the outstanding mortgage £217,150) and that therefore, if the shareholder loans were more than £400,000, there was no value in the shares (and similarly, shareholder loans were only recoverable up to £400,000 if the value of the Property was no less than £610,000). He did not consider that a minority discount should apply in the valuation Mr Saini’s shares.

[49]It follows of course, that if Mr Bailey had taken the vacant possession value of the Property (£875,000) he would have concluded that the Company was worth about £145,000 (given that shareholder loans are agreed to be £512,000), and that if the Property was worth more than that (for reasons explained above) then the Company itself would be more valuable. The Rent in Fact Paid

[50]The expert evidence established that the current market rental value of the Property was £65,000 per annum, and whilst I will consider Ms Pandher’s evidence below, the other three reports (of Mr Newby, Mr Lane and Mr Goodman) strongly suggested that in the years since 2016, since the Property was renovated, market rent has been at least £60,000 per annum (and certainly not less than £55,000). The valuers also explained that amongst other things, the absence of proper financial and accounting records, and of any formal leases, made it difficult to establish how much “rent” had in fact been paid. As I have said, Mr Blake noted that “the directors/shareholders paid rent informally sufficient to cover the Company’s liabilities to pay its third-party debts” – in other words, that the “rent” paid, was nothing more than payment of whatever sums were required by the Company to meet its own payment obligations, rather than payment of a sum agreed or calculated as a genuine reflection of the value of the Property to the tenant/occupier.

[51]Nonetheless, in her witness statement, Ms Pandher said that the following sums had been paid by way of rent. She had extracted these figures from the Company’s bank statements. 51.1. First, by Thorns 2:(i) July 2019 – December 2019, £7,000;

(ii) 2020, £12,000;

(iii) 2021, £18,200;

(iv) 2022, £24,900;

(v) 2023, £19,000;

(vi) 2024, £23,400, plus a £5,000 payment made directly to the mortgagee, and said also to be “rent”;

(vii) 2025, up to 19 May: £8,500, plus a payment of £3,500 directly to the mortgagee. 51.2. Second, by K2JY: (i) 2018, £77,075; (ii) 2019, £33,475; (iii) 2020, £19,000; (iv) 2021, £11,100; (v) 2022, £12,900; (vi) 2023, £18,500; (vii) 2024, £20,500 plus a £1,000 payment directly to the mortgagee;

(viii) 2025, up to August, £12,000.

[52]The overall position was therefore as follows, and assuming the lower of the figures assessed by Mr Newby and Mr Lane: Year Market Rent “Rent” Received Shortfall 2018 £60,000 £77,075 (£17,075) 2019 £60,000

£40,475

£19,525 2020 £60,000

£31,200

£28,800 2021 £65,000

£29,300

£35,700 2022 £65,000

£37,800

£27,200 2023 £65,000

£37,500

£27,500 2024 £65,000 £43,900 (albeit more, if the payments to the mortgagee were included) £21,100 2025 £65,000 £29,000 (but for part only of the year, and excluding payments said to have been made directly to the mortgagee) Total £581,250 £249,175 Subject to 2025, £142,75

[53]On any view therefore, certainly in respect of most years, the sums received by the Company were below the market rate for the period as assessed by the single joint expert. That was to the Company’s disadvantage, and to the disadvantage of Mr Saini as one of its shareholders; conversely, and at the Company’s expense, it was advantageous to K2JY and Thorns 2, and advantageous to their owners, Ms Pandher and her cousin, Bahader. It was not an arrangement consistent with the terms originally conceived by Mr Saini and Jagdeep.

[54]In addition: 54.1. the sums paid ought to have included VAT, which if deducted, would mean that the sums in fact paid as rent were less than those taken from the bank statements; 54.2. as I have explained, there were no formal, written leases, no invoices, and the sums paid varied but without explanation or obvious good reason; in my judgment - a point to which I return below in the context of Ms Pandher’s evidence - they were not calculated as “rent” payments as such, but simply sums required to be paid in order to enable the Company to meet liabilities; because there was no simple relationship between the beneficial use of the Property and the price charged for that use, the fact of “overpayment” one year could not justify “underpayment” in another; 54.3. it may be that the available or appropriate (or fair) rent in respect of the Pandemic years was less than the otherwise assessed sum; 54.4. there were no available figures for 2026. The History in More Detail

[55]Against that background, the relevant history was as follows. The Period to 8 November 2016

[56]As I have said, in 2013, Mr Saini and Jagdeep together agreed to buy the Property in the name of the Company, in order first to renovate it and then to operate from it the business of a pub/restaurant. They were good friends, and each was to bring to the venture the benefit of his own personal and professional experience in the hospitality industry; they agreed to share equally the costs and benefits of their association; they did not however reduce the terms of their association or venture to writing – there was no formal shareholders’ agreement, and nothing similar; there were no service agreements.

[57]The Property was bought for £235,000 plus VAT, and the total cost of its acquisition, including legal fees, was £287,386. The cost of its subsequent renovation and fitting out was also significant: as mentioned above, Mr Blake understood from the Company’s Accounts that the cost of renovation was at least £293,382, and the 2016 Balance Sheet included “fixtures and fittings” capitalised in the sum of £49,078. Those costs and expenses were funded by means of a loan made to the Company by Punjab National Bank (International) Limited (“PNB”) in the sum of £141,000, secured on the Property, and personally guaranteed by Mr Saini and Jagdeep, and also by loans made by them directly to the Company. Once the renovation had been completed, the Property was re-mortgaged with the Lancashire Mortgage Corporation Limited (“LMCL”) which lent £230,000 to the Company, again personally guaranteed by Mr Saini and Jagdeep; the debt to PNB was paid in full.

[58]It was common ground that as a result of these personal financial commitments (and although there appears to have been a stage at which their contributions were unequal, Jagdeep having contributed a greater sum) Mr Saini, and now Ms Pandher (standing in place of Jagdeep), are each owed £256,000 by the Company, each debt treated as a director’s loan (unsecured); Mr Saini is personally liable to LMCL as a guarantor of the Company’s secured borrowing (but Jagdeep’s guarantee terminated on his death).

[59]The process of renovation took about two years, and the business opened in October 2015, presumably (although I was not shown any documentary evidence to this effect) through Thorns 1, which had been incorporated on 9 June 2014. Mr Saini was appointed as the “Designated Premises Supervisor” (“the DPS”), and the licence in respect of the premises was held in his name.

[60]I have explained that soon afterwards, in January 2016, Jagdeep (on behalf of the Company) sought a valuation of the Property, and that a valuation was produced by Mr Lane of Aitchison Raffety, dated 24 February 2016. Within it, the current market rental value was said to have been £65,000 per annum, an assessment that must certainly have been known at least to Jagdeep, for whose attention it was sent (and therefore, to the Company). Nonetheless, there was no formal, written lease or other agreement governing either the Company’s relationship with Thorns 1, or the occupation and use of the Property by Thorns 1. From the outset, and throughout, the venture has been conducted in an informal fashion, no doubt reflecting the close personal and familial relationships between those involved, and the degree of trust that must once have existed between them; there were no formal board or shareholders’ meetings. Moreover, as I have said, at the outset, as had been planned, the property holding company and the operating company were owned by the same people, meaning that there was a less pressing need to formalise their relationship.

[61]In her oral evidence, Ms Pandher was keen to suggest that Jagdeep had “taken the lead” (whatever they might have meant) in respect of the Property’s renovation, although that was contradicted by Mr Saini. As to that, it was not possible (or indeed, necessary) to reach a particular conclusion; I doubt very much that Ms Pandher was in a position to comment on their relative contributions; she did not say that Jagdeep had told her that he considered himself to have contributed significantly more, or to have taken a different, more significant role, and there were no documents which supported that contention; she was not herself involved in the renovation process. In my judgment, they were both substantially involved, presumably contributing, as they could, their time and the benefit of their particular experience and expertise. I accept Mr Saini’s evidence.

[62]I have explained that soon after the business began to trade, a manager was introduced by Jagdeep and on his recommendation approved by Mr Saini, and duly appointed (I will refer to the/any appointed manager from time to time, none of whom were named in the evidence, as “the Manager”). That appointment created friction – Mr Saini’s evidence was that he came to believe that he was being “squeezed out” of involvement in important operational matters, and that Jagdeep was increasingly willing to side against him, with the support of the Manager.

[63]According to Mr Saini, a meeting took place in April 2016, at which he explained his concerns and unhappiness to Jagdeep, and said that if it was Jagdeep’s intention to exclude him fully, then he would want Jagdeep to make a proposal to buy his interest in the venture at a price which they could discuss; his evidence was that Jagdeep told him that he would do so, but that he needed some time to consider the situation and to develop the details of a proposal. In her oral evidence, Ms Pandher agreed that Jagdeep’s relationship with Mr Saini had started to deteriorate in about April 2016. She was however unable to recall any such meeting - she said that she had not been involved in the business. Similarly, she could not recall whether there had been a further important meeting in October/November 2016. Nonetheless the fact of K2JY’s incorporation on 29 April 2016 (at that time, owned exclusively by Jagdeep) tends to support the conclusion that Jagdeep was even by then evolving a plan to assume complete ownership of the business.

[64]On Monday 2 May 2016, Jagdeep appears to have sent an email to himself (a copy of which was disclosed) from one email address (j.bhader@anchorwb.co.uk) to another (info@anchorwb.co.uk), apparently to “REMAIN CONFIDENTIAL”, and “ONLY BE SHOWN IF AFTER ANY AGREEMENT HAS BEEN REACHED”. I understood “Anchor (WB) Limited” to be the company which owned the property from which one of Jagdeep’s other businesses – a club called “The Angels Club” in West Bromwich - was operated. It was not suggested, and there was no evidence to suggest that the email was ever sent or shown to Mr Saini or any other person, although in some parts (inconsistently with others) it seems to have been written as if it had been intended to send it to Mr Saini.

[65]Ms Pandher’s evidence was that she had not seen the email until about a year ago, but she also gave evidence during cross-examination (for the first time) that possibly, she had some sort of memory of having seen Jagdeep placing a printed copy into an envelope at about the time it was written. That evidence was not credible: not only had it never previously been suggested, but Ms Pandher was unable to explain how she could have known that a document only recently seen, was the very document she now recalled being placed (unseen) into an envelope in about May 2016, almost ten years ago. Moreover, there was no obvious reason to think that Jagdeep, had he wanted to send it to anyone, would have printed it and sent it by post (or delivered it by hand) rather than simply sending it as an email; there was no obvious reason to think that it would have been printed at all.

[66]Broadly, the email was to the effect that were Jagdeep and his “PARTNER” (Mr Saini) to end their association in respect of the Property (“IN THE CASE THAT ME AND MY PARTNER … SPLIT ...”) he would be willing to buy Mr Saini’s share, including the freehold, for £200,000, although “THIS OFFER IS ONLY VALID IF HE AGREES WITHOUT GOING TO SURVEYOUR (sic) OR LIQUIDATORS/ACCOUNTANTS”.

[67]It contained complaints that Mr Saini had not fulfilled his financial obligations in respect of the business; that there had been a discussion on 27 April 2016, and that if no more money were to be invested, the business would close on 30 April 2016 and “WHO EVER CAN PUT MONEY IN CAN REOPEN ON 1/5/2016 WITH A NEW COMPANY”; it stated that Mr Saini not having made any further payments, Jagdeep had “OPENED A NEW COMPANY AND STARTED TRADING AS OF 1/5/16”; it continued, “THIS IS BUSINESS AND A FINANCIAL COMMITMENT ITS NOT GOING AWAY AND THIS HAS ENDED OUR PARTNERSHIP”, “AS OF THE FREEHOLD WE ARE 50/50 PARTNERS AND WILL HAVE TO SPLIT ALL BILLS AND PAYMENTS EQUALLY IF NOT THEN THIS WILL RESULT IN FORFEITTING (sic) YOUR RIGHTS …”.

[68]As to this email (which despite its various curious features and provenance, was not said not to be a genuine document): 68.1. it was not sent or given by Jagdeep to anyone else; Jagdeep is now unable to explain it, or give evidence about it; it is therefore difficult to attribute much significance to it; 68.2. I note that Jagdeep repeatedly referred to Mr Saini as his “partner”; 68.3. as I have said, Mr Saini’s evidence was that in fact (contrary to its content) he had been able to contribute financially to the extent required, and that he had in fact done so (certainly, had ultimately done so, even if for a time, Jagdeep had contributed more than half); I was not shown any evidence to support a suggestion of unequal contributions (or indeed, that Jagdeep made a sudden and exceptional contribution at about that time) and indeed, it was common ground that Mr Saini and Jagdeep (now Ms Pandher) were each owed the same amount by the Company; for those reasons, I accept Mr Saini’s evidence in this respect; 68.4. there were no other emails or documents which suggested that in respect of the operating business/es, Mr Saini had agreed to withdraw, or end his involvement in April/May 2016; 68.5. consistent with the email (albeit inconsistent regarding the reasons) Mr Saini’s evidence was that his commercial relationship with Jagdeep was at that time strained; but in any event, even if the parties had in effect begun a period of negotiation aimed at disassociation, it was not in those circumstances open to Jagdeep simply to “end” the “partnership” with immediate effect, or with immediate effect escape from all the incidents of his prior relationship with Mr Saini; 68.6. Ms Pandher’s evidence was that K2JY’s bank statements showed income from about September 2016, meaning that despite the suggestion in the email that it had started to trade in place of Thorns 1 in May 2016, it had not in fact done so.

[69]A further meeting between Mr Saini and Jagdeep took place in October 2016, as I have said. Also at that meeting, according to Mr Saini (and uncontradicted by Ms Pandher) was Jagdeep’s brother, Harvinder (who was not called to give evidence). Harvinder had been involved previously: when the Company was incorporated, before Mr Saini became a shareholder, 60% of its issued shares were held by Harvinder and another brother, Daljit; it was common ground that Harvinder and Daljit had held their shares as nominees for Mr Saini and Jagdeep, and in due course, transferred them accordingly. At the October meeting, as I have said, Mr Saini’s evidence, uncontradicted, was that they had agreed, in principle at any rate, that by Christmas, Jagdeep would buy out Mr Saini’s interest in the business, at a price to be agreed, and that in the meantime, as he then did, Mr Saini would step back from any significant involvement – the business would come to be owned by Jagdeep, so that in the meantime (and of course, subsequently) it was for him to operate it as he thought fit. In this regard, I accept Mr Saini’s evidence; it follows also, that the agreement which he reached with Jagdeep, must have been known to Harvinder.

[70]Unexpectedly, on 8 November 2016, Jagdeep died, before having agreed precisely or formally the terms of his dissociation with Mr Saini. He was intestate.

[71]On the evidence, I cannot conclude that Mr Saini and Jagdeep decided to end their association as a result of some misconduct or failure on the part of one of them: simply, they fell out, and agreed to go their separate ways, so that as at Jagdeep’s death, there was an understanding that Mr Saini would be bought out and an incomplete but continuing process of dissolution, known at least to Harvinder; on that basis, Mr Saini had stepped back from day-to-day involvement. The Period From 8 November 2016 to 2025

[72]There were no contemporaneous documents or correspondence which evidenced how exactly or by whom the business was managed in the period immediately following Jagdeep’s death, or what was the state of the relationship between Mr Saini and Ms Pandher and her family. There were no written requests for Mr Saini’s assistance, or seeking his renewed involvement; there were no written complaints about his absence; equally, there were no written complaints from Mr Saini that he was being prevented from participating; still, there were no board meetings, and no general meetings.

[73]In fact, in substance, it was basically common ground that for some time, the established operational status quo had continued. Ms Pandher said that she felt it important to maintain her husband’s “legacy” – in other words, to continue his businesses, including that of the Thorns Inn, and she appears to have achieved that with the help of the Manager at that time, and of Jagdeep’s bothers, in particular, Harvinder; in effect, Jagdeep’s family assumed practical control of the businesses that had been his, or under his control at the time of his death; Mr Saini meanwhile maintained his distance, both because that was what been agreed previously with Jagdeep (as Harvinder, and in the circumstances, probably Ms Pandher knew), and to allow time for Ms Pandher and Jagdeep’s family to deal with the personal consequences of Jagdeep’s death; he thought it inappropriate to seek to continue his unfinished negotiation in its immediate aftermath. At one time, the relationship between Mr Saini and Ms Pandher had been a close, almost familial one – she said that they had referred to one another as “sister-in-law” and “brother”.

[74]Certainly by about the beginning of 2017, if not well before, Ms Pandher knew that it had agreed by Jagdeep and Mr Saini, that Mr Saini’s interests in the Company and the business generally were to be bought by Jagdeep (for a sum yet to be agreed) and that Mr Saini’s involvement would end; on her own evidence, she had known for some time that their relationship had been strained, and that Mr Saini’s participation in management had reduced – indeed, her evidence in that respect was even more forcefully expressed than Mr Saini’s.

[75]Her evidence was that whilst she sympathised with Mr Saini’s wish to extract himself and his investment from the business, there was no binding agreement, and that in any event, she and the Company could not afford to make payment of any appropriate sum: she said that it was therefore not that she refused to honour the “agreement”, such as it was, but that she was not in a position in fact to do so – she said that when he died, Jagdeep’s financial circumstances had been “strained”, although there was no other evidence of that contention; she said that Jagdeep had been “something of an entrepreneur”, “maybe too much”. She also complained that Mr Saini had been unwilling to invest further time or money, and that as an inevitable result, she had proceeded on the basis that she alone was now ultimately responsible for managing the business, and that Mr Saini had become a “passive shareholder-creditor waiting for an exit”, whilst she made “decisions in the Company’s best interests to preserve value of both of us”. Against that, Mr Saini said that he would have been willing to help in running the business, but that his offers of assistance had not been accepted; his attempts to resolve matters amicably had similarly been refused, and in any event, had not succeeded; in effect, that he had been excluded from involvement.

[76]In my judgment, as I have said, the probability is that Jagdeep’s family simply assumed practical, de facto control of the business, and saw (certainly expressed) no pressing need to involve Mr Saini, with whom, in any event, as they were aware, there was an understanding that his involvement would come to an end; I accept Mr Saini’s evidence that the lock on the door to the “office” on the first floor of the Property was changed.

[77]Thorns 1 was dissolved on 3 October 2017 (and Thorns 2 was not incorporated until 23 January 2019). Ms Pandher said that she had no recollection of the event, or how it had been brought about; she said that as far as she was concerned, the pub/restaurant had (by that point) always and only traded through K2JY; that Thorns 1 was playing no useful part, and that she assumed it had been dissolved on the advice of “the accountant”, although she could not recall any such advice; she was unable to recall whether she or anyone had told Mr Saini about the dissolution, and it was not communicated in writing) but said, without detail, that there were “probably conversations”. She said that she thought that Mr Saini knew that K2JY was the operating company, and that in any event, “he should have known”. On any view, it follows that after 3 October 2017, if not before, Mr Saini had no stake or interest in the operating company/companies, and that the basis of his involvement and indeed, investment in the business, as originally conceived, had come to an end.

[78]In addition however, Ms Pandher said that between about September 2017 and September 2018, she herself was not at all involved in the business of the Company or the pub/restaurant, apparently because Harvinder had thought that she was “not doing a good job” – which supports my finding that he and other members of Jagdeep’s family had assumed practical control. During the period of her absence, the business seems to have been run by Harvinder (with the assistance of the Manager). It was Ms Pandher’s evidence that Mr Saini was told of all this by Harvinder (although that was not put to Mr Saini himself), which suggested that she continued to understand that it was necessary to inform Mr Saini regarding the conduct of the Company’s affairs.

[79]On 23 January 2019, Thorns 2 was incorporated, and began to operate alongside K2JY As I understood it, K2JY operated the “restaurant”, and Thorns 2, the “bar” – albeit operating in the same physical space: apparently, in order to maintain the distinction, there were “separate tills” – like much else, the arrangements between K2JY and Thorns 2, and between the Company and Thorns 2, were not written or formalised. Ms Pandher’s evidence was that this arrangement was “more stable for the company”; that it was another family member - her cousin - who drove the business, and that he wished for a company of his own through which to operate; and that she had agreed with him (necessarily, in doing so, acting for the Company). She was however unable to say whether she had told Mr Saini, and his evidence was that he had not known. The ultimate effect was to give rights to Ms Pandher’s cousin, in accordance with his wishes.

[80]In my judgment, Mr Saini was not told by Ms Pandher about the dissolution of Thorns 1, or the incorporation of Thorns 2, or its involvement in the enterprise, or that it was owned by a member of Ms Pandher’s family; I accept his evidence that he was neither told nor consulted. In my judgment, in effect, all of that was withheld from him. My reasons for that conclusion are: 80.1. First, the subsequent correspondence, referred to below at paragraph [92], would make no sense if Mr Saini had been told about Thorns 2 and its ownership, in January 2019. 80.2. Second, there was no positive evidence from Ms Pandher (or Harvinder, or any other person) that Mr Saini had been told; his evidence was that he had not; in any event, I prefer Mr Saini’s evidence; furthermore, there was no reason to think that he would have been silent had he come to know of the end of Thorns 1, and the subsequent introduction of Thorns 2.

[81]As before, there were very few documents in evidence in relation to events during this period. However, Mr Saini and Ms Pandher did communicate from time to time by means of WhatsApp; in particular, it appears that they corresponded in this way between 18 July 2019 and 23 November 2021. Those messages revealed a number of things. 81.1. First, that their relationship was (by then at any rate) apparently cordial – their messages were at least expressed without any obvious rancour. 81.2. Second, certainly between about November 2019 and January 2020, Ms Pandher asked Mr Saini a series of very practical questions (which he readily answered) concerning, for example, his knowledge of an electrician, the purchase of raw ingredients for the restaurant, and even asking whether “you leave bar fridge’s on all night”. In addition, again at the end of 2019, she needed and sought his (and his financial advisor’s) help in relation to the possibility of remortgaging the Property, which he also gave, albeit not invariably promptly. 81.3. Ms Pandher also asked about rent: on 30 May 2020, she asked “Did you say the rent should be around £1500 a week?” to which Mr Saini replied, “That is [sic] I am paying for my company.” 81.4. Thirdly, in the context of a remortgage, they were openly discussing the possibility of a sale of Mr Saini’s stake in the business, although on 17 September 2019, Ms Pandher said, “I’ve had a good think about extending the mortgage on my name. Initially to help raise funds to buy your shares in the business. Or to clear the families still outstanding debts of approximately £200k. And I’ve come to the decision. I’m not in a position to do this. As I’m the only breadwinner within our household and it would be too risky. So unfortunately That’s how it stands at this moment.” 81.5. Fourth, it appears from the correspondence that Mr Saini continued to be able to gain access to the Company’s Lloyds bank account. In December 2020, he was asked by Ms Pandher if he could get statements in respect of the period from August to November 2020, which for some reason not apparent to me, Ms Pandher was unable to obtain herself. She asked Mr Saini to contact the bank and she gave him the details. In the event, “having failed on security questions over the phone with bank twice”, he went to the West Bromwich branch and succeeded in obtaining statements.

[82]Finally, their messages referred to correspondence that had been and was continuing between their professional advisors in relation to their relationship and the terms on which they might separate their interests.

[83]Thus, in particular, on 15 July 2020 (during the period of the Covid-19 Pandemic), Ms Pandher said, “As you must be aware this is a very stressful time due to closures and limited trade etc etc. I have received your final letter. I am requesting till the end of August to leave this matter to one side and We will think about what is the best way forward for us. This would be a very bad time to sell. Not a selling market at the moment. Please bear that in mind. If you do decide to go down the solicitor root [sic] it will incur your [sic] much costs. Please bear in mind during this period the mortgage repayments have been met even though the business is trading no where near its normal trade.” Mr Saini agreed to wait.

[84]The “final letter” referred to was from R. Pau & Co Ltd, Mr Saini’s accountants, to Arif Mahmood, “Company Associates” (acting for Ms Pandher). It was dated 30 June 2020, replied to an email received on 22 June 2020, and noted, “we too are happy that communications between the Directors have improved” (which suggests some strain in their relations before then). It continued:

“the essence of the case is that Mr Saini can no longer leave this aspect of his affairs outstanding and needs to bring it to a conclusion.”

[85]It then made three alternative offers: that Mr Saini would buy Ms Pandher’s interest for £700,000; that he would accept a sum of £350,000 in return for his stake; or - his least favoured option - that he would proceed against the Company for repayment of his outstanding loan account, if necessary, by means of a winding-up petition.

[86]On 30 September 2020, Mr Saini messaged, and said, “Can you please let me know what is your decision ….?”. On the same day, Ms Pandher replied, “Yes I will”. She reminded Mr Saini that the period of the Pandemic had been turbulent, and that they had been fortunate that the business had not collapsed, but said that she would reply “within a week”. In the event, it was not until 9 February 2021, that she messaged to say that she was to meet with a financial adviser that week to help find an amicable solution; she told Mr Saini that the Property had been valued at £545,000 with vacant possession. There then followed a long period during which no further WhatsApp messages appear to have been exchanged.

[87]Nonetheless, during that period, negotiations continued. On 1 April 2021, Mr Beeseley, of R. Pau & Co, wrote to Ms Pandher to record the state of their discussions. He summarised three options that had been discussed at their last meeting: that Ms Pandher would pay Mr Saini £300,000 in respect of his loan and shares; that Mr Saini would pay Ms Pandher £150,000 for the same purpose; or that ownership of the Company would continue unchanged, but that “the Pub is rented out at £1000 plus VAT per week to the tenant, (already found). [Mr Saini] is given the same access to the accounting records of the company and the bank account that [Ms Pandher] enjoys.”

[88]From this correspondence, three things appeared to follow: 88.1. first, that (contrary to Ms Pandher’s evidence and case) Mr Saini has not invariably and only sought simply to extract his stake from the Company – also discussed and offered was the possibility that he would buy out Ms Pandher, and run the business himself; 88.2. second, that for whatever reason, Mr Saini appears not always to have had full and unimpeded access to the Company’s bank account/s and records; 88.3. and third, that even in 2021, a potential tenant willing to pay £52,000 per annum had in fact been found; the premise of the third alternative seems to have been that joint ownership would continue, but that the Property would be let at a commercial rate.

[89]On 19 August 2021, Mr Saini’s solicitors at that time, Smith & Wells, wrote to George Green LLP, representing Ms Pandher. Amongst other things, they said that Ms Pandher had acted improperly by operating the business through a company which she alone owned (K2JY), “in order to take all of the profits for herself”. Again, as one of the conditions required in the event of a formal agreement between the Company and K2JY - underlining the point made above - it was said that Mr Saini would require “full access to the Company bank account and any banking facilities.”

[90]Then, on 23 November 2021, Ms Pandher wrote to Mr Saini directly, by WhatsApp. She said, “Decided I needed to contact you directly. These reasons might be seen as stalling. I’m excepting [sic] your offer to buy your shares in BS Enterprises for £300k. There’s been a delay in sorting out our household finances due to the whole family having COVID. … I’m hoping to sell the building in West Bromwich which will raise enough funds to pay you. That’s all been delayed due to the above too. My brother is hoping to come speak to you this weekend. At a time and place that suits you. Would really appreciate it if you instruct your solicitor to review the date given for this Friday.”

[91]No further WhatsApp messages were in evidence, and notwithstanding Ms Pandher’s apparent acceptance of Mr Saini’s offer, no agreement was concluded. Then, in January 2022, Ms Pandher’s father died, and her evidence was that she was for some time, undefined, “not too involved” – I assume that the pub/restaurant continued to be run by the Manager from time to time, and/or by members of her/Jagdeep’s family; that underlines my finding that in significant respects and/or for significant periods (about which there was insufficient evidence to reach any very specific conclusions), since Jagdeep’s death, the enterprise has really been carried on by people other than Ms Pandher. On 11 April 2022, Mr Saini went to the Property - his evidence was that he found signs of poor practice and hygiene in or about the kitchens; whether or not that was so (and I cannot reach any conclusions about those allegations), an altercation of sorts began, and became heated; Ms Pandher was called to the Property, as eventually were the Police, and Mr Saini was constrained to leave; if nothing else, the event underlined the extent to which by then, Mr Saini’s authority in respect of the business (and staff/employees) had been emasculated.

[92]Correspondence between advisors continued. By email sent on 20 September 2022, Mr Saini’s solicitor referred to the possibility that Ms Pandher was subject to a conflict of interest in her dealings with the occupants of the Property, and asked for their details. Having been told that the occupants were K2JY and Thorns 2, Mr Saini’s solicitor (Mr Singh of Murria Solicitors) wrote to Mr Esler by email on 10 October 2022, and asked whether Ms Pandher was “related to or friends with Mr Bahadar Singh”, the sole director of Thorns 2 (and in fact, Ms Pandher’s cousin); in response, he was told, by email sent by Ms Pandher’s solicitor on 15 November 2022, that “Mr Singh was an arm’s length business introduction. Other than a business relationship our client has no other relationship with the director of [Thorns 2]”. As I have said, that reply was plainly untrue, because Bahader is Ms Pandher’s cousin.

[93]Furthermore, it is more probable than not that Ms Pandher’s solicitor’s response reflected her instructions; I was not told otherwise (whether by Ms Pandher or anyone else) and was given no reason to think otherwise; the reply was written some time after the request, and there was plenty of time in which to take and clarify instructions. It is therefore more probable than not that Ms Pandher was attempting deliberately to conceal from Mr Saini the fact of her familial relationship with Bahader. From that, I infer that she believed at that time that Mr Saini was not aware of the relationship (whatever he may have suspected) and moreover, that she understood that it was a fact which tended to undermine her position, and which was therefore better concealed. In cross-examination, she was asked about this exchange, but was unable to give any real explanation.

[94]Also on 10 October 2022, Mr Singh suggested that the Company should instruct an independent valuer to ascertain the market rate of rent; however, Ms Pandher refused, and her solicitor replied on 31 October 2022, that there would “no practical value” in doing so. On 25 November 2022, Mr Singh wrote again:

“It is our view that as a director, your client has not acted competently (and/or improperly) in not agreeing to jointly instruct a surveyor and continues to be a hindrance in the Company spending some money to take an informed commercial view. Needless to say, giving the tenant occupation of the property without a lease and also without a personal guarantee is equally, if not more, unhelpful. … [I]t is our view that due to the conflict, your client as the director is not acting in good faith as otherwise it makes no commercial sense for the company to remain oblivious about the market valuation. Furthermore, if higher rent is achievable and the company ought to market it property higher rent rather than let the existing tenants sit at a much lower rent for good.”

[95]On 22 September 2023, Mr Newby produced his First Report (paid for Mr Saini). Subsequently, on 5 December 2023, Mr Singh wrote again to Mr Esler. He attached a copy of the Report. He said that in the circumstances, Ms Pandher had failed in her duty to do her best for the Company, and that the Company had suffered a loss in excess of £100,000 since 2016. He asked whether Ms Pandher would now agree that the Property should be let in the open market, whether she agreed the findings of Mr Newby, and whether (if K2JY were to remain as a tenant) she would be willing to agree to it paying market rent. By 18 December 2023 there had been no answer, or even an acknowledgement. On 20 December 2023, MFG wrote to Mr Singh to say that they were still awaiting instructions.

[96]There appears then to have been further negotiation, but no agreement. Eventually, on 4 April 2024, Mr Singh wrote again, setting out the allegations of breach, and concluding, “we simply cannot let the Company continue to make losses when higher rent is achievable. Given that much higher rent is achievable, the tenant got to leave or pay as per the valuations provided.” The email threatened the commencement of legal proceedings in the absence of a satisfactory answer by 10 April 2024. On that day, Mr Esler replied. His email denied any breach of duty and recorded that rental income had increased to £52,000 per annum.

[97]No agreement was reached, and in due course, on 15 January 2025, the Petition was presented. The Setting of “Rent” and the Payment of Utilities

[98]Finally, I have recorded, above at paragraph [51], the sums said to have been paid to the Company by K2JY and/or Thorns 2 in respect of their occupation and use of the Property. Those sums were below the market rate, and were not paid pursuant to a formally agreed lease or licence; no invoices appear to have been raised, and the amounts now said to have been paid were not accurately recorded in the three companies’ accounts (for example, the Accounts of Thorns 2 stated payments of rent in the sum of £6,400 in the year to 31 January 2022, and £7,200 in the year to 31 January 2024).

[99]As to the setting of “rent”: 99.1. for the Company, given that Mr Saini was not involved, it was for Ms Pandher to negotiate and/or agree about the amount; 99.2. as to that, in her witness statement, she said that “between March and August 2018, I attempted to let the premises on the open market, but no third-party tenants were willing to take the premises at realistic rent levels, several citing capital expenditure requirements. The tenancy arrangements with K2JY and Thorns 2 were adopted to prevent a vacancy and ensure that the mortgage and essential outgoings were covered”; 99.3. however, that cannot have been true: her explicit oral evidence, which I had no reason to reject, was that she was absent from the business between about September 2017 and September 2018; moreover, when asked about her written evidence, Ms Pandher said that she recalled “searching online”, “thinking what the business would need to do”, and that having considered various alternatives in her own mind, that she had concluded that it was “not viable to go down that route”; in addition to the problem of her absence, that evidence directly contradicted the references in her witness statement to having made actual attempts to let the Property, and to the actual and specific reaction of several potential tenants (“citing” expenditure); the process described in her oral evidence was entirely internal to herself and the Company; in the circumstances, I reject the evidence of Ms Pandher’s written statement - in my judgment, she made no effort to let the Property to an unconnected third party, on arm’s length terms, and no potential tenants were identified, or reacted as described; Ms Pandher was unable to explain how her statement had come to contain these significant inaccuracies; 99.4. in the event, in return for their use of the Property, sums were paid to the Company by K2JY (which Ms Pandher owned and controlled) and Thorns 2 (controlled and owned by her cousin, Bahader); there was no evidence of professional valuation advice having been taken or followed, and there was no evidence of any negotiation as such; as I have said, there were no formal agreements, and the sums paid varied without obvious relevant reason, from time to time, and year to year; the sums in fact paid, insofar as now genuinely identifiable (from the bank statements, supplemented by Ms Pandher’s evidence, but with no real degree of confidence, as explained by the experts), were below the market rate; there was nothing to suggest that Ms Pandher properly considered or sought to protect the Company’s (and its members, including Mr Saini’s) separate interests, or to deal in any way with the conflict created by virtue of her ownership of K2JY; had she done so, she would have caused the operating companies to enter into formal agreements, and she would have taken the benefit of formal promises to pay a genuine market rent – had K2JY and Thorns 2 been unwilling to do that, the Company could have sought a tenant in the market – Mr Newby described the Property in September 2023, in his First Report, as “readily lettable”; whilst true that as Ms Pandher said, it might have taken some time to find and agree terms with a tenant, and that there might have been a period during which payments were beneath the market rate, that suggestion has not been tested, and was no reason to excuse the failure to reach formal, commercial terms over a prolonged period; 99.5. in my judgment, it is more probable than not that in practice, the approach generally adopted was rudimentary, and informal – that Ms Pandher and her family treated the Company and the operating companies as a single whole which they owned, and that essentially (as Mr Blake said in his Report) the sums paid were the sums needed to meet the Company’s liabilities from time to time, in particular under the mortgage; although in her oral evidence, Ms Pandher complained variously about certain of Mr Newby’s opinions, and asserted that several comparator properties and businesses had been wrongly or misleadingly referred to, none of that was put to Mr Newby, whose evidence (as I have said) I accept as credible, and apparently well-reasoned.

[100]In addition to receiving underpayments of rent, the Company appears to have paid bills for utilities (water, gas and electricity), amounting, in the period from 17 February 2015 to 28 November 2025, to £61,664.02. In addition, according to its own Accounts for the period to 30 April 2018, it made payments in respect of “equipment hire” in sums of £45,285 in the year to 30 April 2017, and £36,771, in the year to 30 April 2018.

[101]Ms Pandher said that the Company had continued to make payments on the utilities accounts as they had been previously set up by Jagdeep. Those payments were made by the Company (rather than by the operating companies), contrary to the notional lease terms relied on by Mr Newby in his Report, as explained above at paragraph [29]; therefore their effect, in substance, was to increase the extent to which (as explained above at paragraphs [53]-[54]) there have been underpayments in respect of “rent”. Discussion

[102]The Company was incorporated by Mr Saini and Jagdeep in order to acquire, renovate and then hold the Property, and to let it to an operating company (in due course, Thorns 1) which they were also to own together and equally; their idea and their agreement was therefore to separate the ownership of the Property from the operation of the business of the restaurant/pub (a commonplace arrangement) and to profit equally from both; plainly, they were close friends, they trusted one another, and their association was born of their personal relationship; both were involved in the hospitality industry, and in addition to the financial support which they gave (both directly, by means of loans made to the Company, and also indirectly, by means of personal guarantees given in respect of Company borrowing), each agreed to participate and to contribute personally, according to their own experience and skill; no part of their broad understanding, plan or agreement - the fundamental basis of their association, their joint venture - was reduced to writing, or formally recorded, a fact which doubtless reflected the nature of their relationship; there were no service agreements, and there appears never to have been a formal written lease in favour of Thorns 1, or K2JY, or later, Thorns 2.

[103]In the event, as matters now stand, the Property has been let/licenced to two operating companies in which Mr Saini has no stake or interest, without the benefit of formal, written terms, and at an undervalue; the business of the Company and of the operating companies is under the control of Ms Pandher and various members of her family; Mr Saini has received no dividend payments from the Company, or remuneration.

[104]The question is whether, in those circumstances, the Company’s affairs have been conducted in a manner that is unfairly prejudicial to Mr Saini’s interests as a member.

[105]In my judgment, they plainly have been, for the following reasons.

[106]First, and most obviously, as I have described and found, Ms Pandher caused (or was responsible for allowing) the Company to let/licence the Property to K2JY and/or Thorns 1 and/or Thorns 2 at below market rent, and without the benefit of express, comprehensive written terms, or formal enforceable covenants; as I have said, the extent of that underpayment was effectively increased by the sums paid in respect of utilities and equipment. Not only did that cause economic harm to the Company and (as a member of the Company) Mr Saini, but it was to the advantage of Ms Pandher and (as the owner of Thorns 2), her cousin, Bahader. In so acting, Ms Pandher acted in breach of her duties to the Company; she failed either to consider or act in its best interests; she failed to deal with the obvious conflicts of interest and duty created by her ownership and control of K2JY: 106.1. there does not appear to have been any careful or proper thought given to the amount of “rent” paid, which seems instead to have been calculated (or simply paid, from time to time) by reference to that which was needed by the Company to meet its own obligations, rather than by reference to the value of the Property or the success of the pub/restaurant; 106.2. there was no evidence of any proper negotiation; 106.3. either there was no professional advice, or any such advice was not followed; 106.4. there was no effort to advertise or to find an unconnected tenant willing to pay at a market rate; 106.5. there was no effort to protect or promote the interests of the Company’s members as a body, or those of Mr Saini.

[107]As explained above, shareholders entrust powers to the board to be exercised for the benefit of the company as a whole; affairs conducted in breach of fiduciary duty are thus capable - as in my judgment, in the present case - of comprising affairs conducted in a manner unfairly prejudicial to the members.

[108]Second, connectedly, Mr Saini did not acquiesce in that conduct, or participate in it, or impliedly consent to it. On the contrary, as I have found, Jagdeep’s family simply assumed practical, de facto control of the whole enterprise – they saw no pressing need to involve Mr Saini, apart from occasional requests for his assistance, which he gave; Mr Saini was not told about the dissolution of Thorns 1, or the incorporation or involvement of Thorns 2 (indeed, he was, through Ms Pandher’s solicitors, positively misled about her relationship with Bahader, which was deliberately concealed); he appears to have had no or certainly limited access to the Company’s bank accounts. Moreover, as I have also explained, Mr Saini’s various attempts or requests (as an alternative to a buyout) to put in place commercially acceptable arrangements in respect of the Property and the business were refused, or obstructed, over a prolonged period. For example, as long ago as October 2022 – and possibly before – Mr Saini (through his solicitor) was actively complaining that, “due to the conflict, your client as the director is not acting in good faith as otherwise it makes no commercial sense for the company to remain oblivious about the market valuation. Furthermore, if higher rent is achievable … the company ought to market it properly … rather than let the existing tenants sit at a much lower rent …”. Ms Pandher cannot meet the allegations made against her by complaining that Mr Saini could have done something more to intervene or prevent her misconduct – for which she must accept the consequences.

[109]In my judgment, that is enough to determine the case: the affairs of the Company have been conducted in a manner unfairly prejudicial to Mr Saini’s interests as a member, and he is entitled to relief (to which I shall come below).

[110]However, I must also consider the other principal basis upon which Mr Saini’s case was advanced. As to that, part of his pleaded case was that Ms Pandher had caused the Company’s affairs to be conducted in breach of his understanding with Jagdeep (defined and referred to in the Petition as “the Fundamental Understanding”), that they would both be involved in major or strategic decisions, and would be equally remunerated. Essentially, his pleaded case (in this respect) was that he had been unfairly excluded from the business, in breach of that understanding. As pleaded, for the following reasons, I do not accept that case.

[111]In my judgment, in the circumstances that I have described, this was plainly a company in respect of which, certainly at the outset, and until 2016 when Jagdeep died, the shareholders’ legal rights (comprised in its Articles of Association, and arising out of the fact of incorporation) were subject to equitable considerations and restraints of a personal character. In particular, I accept that there were obligations of good faith, and an understanding that both would be entitled (and expected) to participate equally in making any significant decisions, also generally in the operation of the business, and also financially – whether in terms of providing support, or receiving or benefitting from profit or remuneration. I hesitate to use the expression (which despite its frequent occurrence, was described by Lord Wilberforce in Westbourne Galleries

[1973] AC 360

, at 379-G-380B, as potentially “confusing”, and by the Privy Council, in Aquapoint LP v Xiaohu Fan

[2025] UKPC 56

at [83], as a “term of somewhat uncertain scope, and … certainly not a term of art”) but nonetheless, in my view, during this first period, the association between Jagdeep and Mr Saini was reasonably described as having been in the nature of a “quasi-partnership”.

[112]However, as I have described, in the course of 2016, following the appointment of Jagdeep’s choice of Manager (and Mr Saini’s subsequent unhappiness about the close working connection between the Manager and Jagdeep), but without fault or misconduct on either side, the shareholders’ commercial and personal relationship deteriorated and changed. As a result, in October 2016, they reached a new, altered understanding - also undocumented, and not contractually binding (whether on Jagdeep or Ms Pandher) - that Jagdeep would buy Mr Saini’s stake in the Company (and presumably, in the business overall), such that their association, the “partnership”, would end, and the business would come to belong to Jagdeep alone (and/or, of course, to any other person introduced by Jagdeep); the price was to be discussed and agreed in due course; in the meantime, it was understood that Mr Saini would willingly remove himself from participation in the operation of the business, which on that basis, would be managed by Jagdeep, as he saw fit – in that respect, their understanding changed, as therefore did the personal equitable restraints which were based on their understanding, and emerged out of it. During that period for example, it would not have been open to Mr Saini to complain, without more, of exclusion from management, because that was an essential part of what he had agreed.

[113]Unfortunately, Jagdeep died before his understanding with Mr Saini (as to their disassociation) reached the point of a final binding agreement. In effect (albeit formally, only from some point subsequently not made clear on the evidence) Ms Pandher replaced her late husband as a director and member. Before his death, she had known of the existence of the Company, the Property and the business, and she had known that the Property was held separately from the operating business: she had known that Jagdeep and Mr Saini had been “in business together”, and must have known that they had planned to benefit from both ownership of the Property, and operation of the pub/restaurant. Furthermore, she had also known about the breakdown in relations between Jagdeep and Mr Saini. She had not however been directly involved in the business, other than perhaps very marginally, assisting her husband from time to time; her sudden and unexpected involvement was the result of unwelcome circumstance, not choice.

[114]Necessarily, when Jagdeep died, his personal understanding with Mr Saini came to an end; that is not to say that in the circumstances it was not replaced by a different understanding or relationship, in principle perhaps equally capable of giving rise to equitable considerations (or for example, that there might not have been unfairness in those circumstances in holding Mr Saini to the terms of a radically altered association), but nonetheless, as such, without more, the original understanding, the “quasi-partnership” - the pleaded “Fundamental Understanding” - cannot have survived. In any event, even before Jagdeep’s death, the contours of his understanding with Mr Saini had changed, as I have described – Mr Saini had stepped back from involvement, and there was to be a negotiation about the terms of his departure.

[115]Following Jagdeep’s death, the parties appear to have proceeded as follows.

[116]As before, whilst nonetheless continuing in office as a director of the Company, Mr Saini maintained his distance from the operation of any aspect of the business, which was managed by Ms Pandher, with the assistance of the Manager and members of her extended family, including Jagdeep’s brothers. From time to time, he was asked for advice or assistance, and he seems when asked to have given it. This was not a state of affairs about which either Mr Saini or Ms Pandher appear to have complained particularly, certainly not for some years. Her evidence was that she had been compelled by circumstance to take sole ultimate responsibility, and as she said in her statement, to make “decisions in the Company’s best interests to preserve value for both of us”: she acknowledged that to be her inescapable obligation as a director (and I have held that she was in breach of it). Mr Saini appears to have continued, as before Jagdeep’s death, on the assumption that there would be a separation agreed in due course, and that until then, Ms Pandher and her family were willing to run the business (as indeed they were).

[117]Accordingly, in the meantime, Mr Saini told Ms Pandher about his incomplete (disassociation) agreement/understanding with Jagdeep (assuming she had not known about it previously, which is improbable). However, she seems to have taken the view (with which I agree) that it was not binding on her, and in any event, understandably, that she (and/or the Company and/or the business) could or might not be able to afford to pay him satisfactorily in return for his interests.

[118]Nonetheless, from at least a time in 2019, the correspondence and the parties’ own WhatsApp messages showed that they carried on a negotiation – ultimately fruitless – designed, one way or the other, to end their association. They discussed (and certainly, Mr Saini raised) not only the possibility that his interests would be bought by Ms Pandher, but also that he would buy Ms Pandher’s stake, or even that the Company would be wound-up, and that they would take the surplus. It was plain however that on whatever terms resolved, Mr Saini was unwilling simply to allow the unsatisfactory status quo to continue – as his accountant said, in June 2020, long before the Petition was presented, “Mr Saini can no longer leave this aspect of his affairs outstanding and needs to bring it to a conclusion”: his investment was locked in, he was a guarantor of the Company’s mortgage, and he was not profiting from the operation of the pub/restaurant.

[119]In the event of course, the negotiations failed – there was no agreement, and in January 2025, the Petition was presented. I do not find that either party was at fault for the failure of their discussions to come to a satisfactory conclusion. Equally however, in the meantime, albeit without the close involvement of Mr Saini, it was not open to Ms Pandher to run the Company’s business in breach of her obligations to it as a director, or (without Mr Saini’s agreement or acquiescence) to operate it to her own, or her families’ advantage. The consent given by Mr Saini in October 2016, to the Company’s operation as Jagdeep saw fit, was on the basis that they had agreed that Jagdeep would buy Mr Saini’s stake, and become its sole owner; it was thus a qualified consent. After Jagdeep’s death, and once it became clear that Mr Saini still wished to agree a separation, whilst it may have been open to Ms Pandher to refuse, or to begin a fresh negotiation, she was not free to rely on his previous agreement to allow the Company to be run on a basis prejudicial to his interests, unless she also agreed (as had Jagdeep) to buy his stake. In other words, it was not open to her to have it both ways: it was not open to her without Mr Saini’s agreement, to run the Company (to the disadvantage of Mr Saini), for her own benefit or for that of her family, unless at the same time, she agreed to buy him out.

[120]In the circumstances, the case as pleaded in this respect - insofar as based expressly on a breach of the personal “Fundamental Understanding” between Jagdeep and Mr Saini - cannot succeed; that understanding came to an end on Jagdeep’s death.

[121]Nonetheless, for the reasons explained above, the affairs of the Company were conducted in a manner unfairly prejudicial to Mr Saini’s interests as a member, and he is entitled to relief.

[122]As to the terms of that relief, the relevant principles were briefly summarised above at paragraphs [20]-[22]. In the present case, in my judgment, the fair, proportionate and practically just outcome would be comprised in a “clean break” between the parties; that would involve (at least) a share purchase order, but might also involve relief in respect of the Company’s debt to Mr Saini, and his secondary liability in respect of the mortgage. However, in circumstances in which the Company’s accounting and financial books and records appeared to be neither comprehensive nor accurate, and in which the value of the Property has been/is affected by the terms on which it has been/is occupied by K2JY and Thorns 2 (and by their conduct of the operational business), it had become common ground, effectively, by the end of the hearing, that it would be necessary (if no agreement can now be reached) for there to be a further hearing at which to fashion an appropriate remedy, taking proper account of the interests of all those who might be affected.

[123]In conclusion therefore, the Petition succeeds - the Company’s affairs have been conducted in a manner unfairly prejudicial to Mr Saini’s interests as a member, and accordingly, he is entitled to relief. As to the terms of that relief - which ought in substance to comprise a “clean break” between the parties - in the absence of agreement, there will need to be a further hearing. Dated 22 July 2026