Michael Anthony Owen & Ors v Angus Energy PLC & Ors [2026] EWHC 2058 (Ch)

[2026] EWHC 2058 (Ch)

Case No BL-2022-001937

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

BUSINESS LIST (ChD)

Venue The Rolls Building, 7 Rolls Buildings, Fetter Lane, London

Date 10 th June 2026

EC4A 1NL

Before

HIS HONOUR JUDGE DAVID HODGE KC

(Sitting as a Judge of the High Court)

Between

(1) MICHAEL ANTHONY OWENClaimants

(2) ALAN CHARLESClaimant

(3) SOPHIE CHARLESClaimant

(4) VIKTORIYA GRINEVAClaimant

(5) ADAM STEPHEN THORNTONClaimant

(6) CLIVE RICHARD MARSHALLClaimant

(7) SUSAN CAROL BEGGClaimant

(8) TIMOTHY PIERS BROWNClaimant

(9) DAVID RALPH COHENClaimant

(10) DAVID ROUTLEDGEClaimant

(11) STUART DAVID KILNANClaimant

(12) KEITH ROGERSClaimant

(13) TOMASZ KECERSKIClaimant

(1) ANGUS ENERGY PLCDefendants

(2) CAMERON ROY MARCHAND BUCHANANDefendant

(3) CHRISTIAN DE GOEYDefendant

(4) ROBERT JAMES SHEPHERDDefendant

(5) JONATHAN ELDRED WILHELMUS TIDSWELL-PRETORIUSDefendant

(6) PAUL ABRAM VONKDefendant

Approved Judgment

MR DANIEL GOODKIN (instructed by Trethowans LLP) appeared for Applicants/Claimants

MR GREGORY PIPE (instructed by Fladgate LLP) appeared for Respondents/Defendants

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[1]This is my extemporary judgment in a claim proceeding in the Business List in the Business and Property Courts of England and Wales under Case No. BL-2022-001937.

[2]There are thirteen claimants. They all invested in the first defendant oil exploration company, Angus Energy Plc. There were an additional five individual defendants who were all former directors of the first defendant company. I understand that the second defendant passed away in June 2023, after the issue of these proceedings, and that no permission has been given to continue the claim against his estate.

[3]The claimants are all represented by Mr Daniel Goodkin (of counsel). The active defendants are all represented by Mr Gregory Pipe (also of counsel). Both counsel have produced detailed written skeleton arguments, extending (in the case of Mr Goodkin) to some 25 pages and (in the case of Mr Pipe) to some 15 pages, with a short appendix.

[4]The application that is before the court is dated 17 April 2026, although I understand it was issued a few days later. It seeks both permission to amend the Particulars of Claim and also specific disclosure pursuant to paragraph 18.1 of Practice Direction 57AD.

[5]The evidence in support of the application is contained within the first witness statement of Mr Taylor Anderson, dated 17 April 2026. He is a solicitor with Trethowans LLP, who are the solicitors for the claimants. Responsive evidence is contained within the first witness statement of Mr Thomas Robert Bolam, dated 26 May 2026. He is a solicitor with Fladgate LLP, the defendants’ solicitors. There is evidence in reply in the form of a second witness statement of Mr Anderson, dated 1 June 2026.

[6]The application was listed for a full day commencing yesterday (9 June 2026). Mr Goodkin addressed me in support of the application for about two hours. Mr Pipe responded for a little over two-and-a-half hours, either side of the short adjournment. I then adjourned overnight for Mr Goodkin to deliver his reply, which took about an hour-and-twenty-minutes this morning, after we had sat early at 10.00 a.m.. I then adjourned for ten minutes, largely to enquire of Chancery Judges’ Listing about when, during the present trial window, the trial might be expected to start. Those efforts have been unsuccessful.

THE FACTUAL BACKGROUND

[7]I can take the factual background very shortly from Mr Anderson’s first witness statement, in support of the application, at para.2. This is a claim for misrepresentation brought by 13 private investors against the first defendant company, Angus Energy Plc, and five of its directors and former directors. The claimants each purchased shares in Angus following its admission for trading on the Alternative Investment Market in November 2016. They claim to have done so in reliance upon a series of representations made by the defendants in the IPO investor presentation, the AIM admission document, various regulatory news service announcements, and media interviews given by the defendant’s directors.

[8]In summary, the claimants allege that the defendants represented that:(a) the proceeds of the initial public offering (‘the IPO’) would be used to drill a new sidetrack at the Brockham field known as BR-X4Z, identified as ‘the Brockham Sidetrack’, with the Portland reservoir as the primary production target;

(b) the Brockham Sidetrack would be drilled within six months of the IPO and production from the Portland reservoir would be achieved within twelve months;

(c) the Xodus competent persons report contained reasonable estimates of production profiles for the Portland reservoir; and

(d) Angus held all necessary planning permissions from Surrey County Council to carry out those operations.

[9]The defendants deny those allegations and contend, amongst other things, that the representations were true, and that the claimants have not suffered the losses claimed.

[10]I should interpose to say that the alleged representation as to the necessary planning permissions to carry out the operations is not presently a pleaded allegation and is the subject matter of part of the amendment application. I should also add that in addition to investing in the IPO, the individual claimants also engaged in individual share purchases in the market which extended for some years up to about November of 2019.

PROCEDURAL HISTORY

[11]This is addressed at paragraph 3 of Mr Anderson’s first witness statement. The claim form was issued on 11 November 2022 and was amended on 10 March 2023. There were particulars of claim and a defence, and a request for further information made on 24 May 2024, to which the claimants responded on 18 July 2024. The first case management hearing took place remotely before Deputy Master Dovar on 4 April 2025, when directions were given for the conduct of the claim up to trial. Paragraph 11 of that order was headed ‘Updated Particulars of Claim’ and provided as follows: The Claimants shall file and serve an updated version of Schedule 1 to the Particulars of Claim by 4pm on 4 August 2025, which shall specify for each Claimant when they purchased each of their shares and how much was paid; what representations were relied upon for each purchase; the date each share was sold; and the price that was received for each sale.

[12]At that time, a trial window was set for the period 1 May to 1 July 2026. The estimated length of trial was to be ten days. Notice of the trial was given on 24 May 2025. It is listed in a five day trial window starting on Monday, 13 July 2026. The time estimate is ten days, including one day’s judicial pre-reading. There is a pre-trial review fixed for Tuesday, 16 June 2026, which is, of course, next Tuesday. The trial is therefore due to start some 22 court working days from today.

[13]The present application was foreshadowed by a request for further disclosure by the claimants’ solicitors by letter dated 15 January 2026. There was a reply from the defendants’ solicitors (Fladgate LLP) on 28 January 2026. The defendants’ solicitors did engage with some, but not all, of the requests. The present application and proposed amended particulars of claim were supplied in draft form on 17 April of this year.

APPLICABLE LAW

[14]To some extent, this is addressed at paragraph 5.2 of Mr Anderson’s first witness statement so far as the amendment of the pleadings is concerned. There, Mr Anderson points out that the court has a broad discretion to grant permission to amend. In exercising that discretion, the court will consider, amongst other things, whether the proposed amendment raises a reasonably arguable case, whether it arises from matters that have only come to light after the original pleading was filed, and whether any prejudice to the opposing party can be adequately compensated in costs.

[15]Mr Anderson goes on to relate that in the present case, the defendants’ own disclosure has revealed documents which give rise to new allegations, in particular relating to the planning permission position for the Brockham Sidetrack. He asserts that those matters could not have been pleaded prior to disclosure because the relevant documents were not available to the claimants.

[16]In his second witness statement, in reply, responding to para.28 of Mr Bolam’s witness statement, Mr Anderson says this: I accept that certain documents relating to the planning position at Brockham, including a specific letter and some materials obtained by a Freedom of Information request, were available to the claimants before the defendants’ disclosure. However, the significance of those documents only became apparent when they could be considered alongside the internal Angus documents disclosed by the defendants that crystallised a claim in misrepresentation.

[17]As will shortly become apparent, Mr Anderson gives only a partial summary of the relevant law. In particular, he makes no reference, in terms, to CPR 17.4, relating to amendments to statements of case after the end of the relevant limitation period.

[18]So far as the specific disclosure aspect of the application is concerned, Mr Anderson addresses the test for this at para.4.4 of his first witness statement. There, he says that the test for specific disclosure is whether the documents requested are necessary for the just disposal of the claim on a reasonable and proportionate basis. In exercising its discretion, the court will have regard to the overriding objective at CPR 1.1, and to the factors set out at para.6.4 of Practice Direction 57AD, including the need to deal with cases justly and at proportionate cost, and to ensure that parties are on an equal footing.

[19]This claim is in aggregate for a sum totalling some £1 million. It is therefore relatively low value in terms of the sort of litigation typically proceeding in the Business and Property Courts of England and Wales at the Rolls Building.

[20]In opening, Mr Goodkin, for the claimants, acknowledged that there was agreement as to the applicable law. In his submissions, Mr Pipe took me in detail through the commentary to certain rules within Part 17 of the Civil Procedure Rules, relating to amendments to statements of case. He began at para.17.3.5, under the heading ‘General principles for grant of permission to amend’. The case law is said to be extensive, and only general principles can be observed within the court’s broad discretionary powers. Reference is made to the judgment of Nicklin J in Amersi v Leslie

[2023] EWHC 1368 (KB)

, at paragraphs 140 to 142. In particular, I was taken to the passage at paragraph 140(2) as follows: Amendments sought to be made to a statement of case must contain sufficient detail to enable the other party and the Court to understand the case that is being advanced, and they must disclose reasonable grounds upon which to bring or defend the claim…

[21]Mr Pipe objects that the proposed amendments here are lacking in clarity. They advance no coherent case, in particular in relation to causation.

[22]Paragraph 17.3.6 addresses the need to show some prospects of success. The commentary states that a proposed amendment must be arguable, carry a degree of conviction, be coherent, properly particularised, and supported by evidence that establishes a factual basis for the allegation.

[23]The commentary at paragraph 17.3.8 addresses the subject of late amendments. I was taken by Mr Pipe to the first full paragraph at page 512. A heavy burden lies upon a party seeking a particularly late amendment. They must provide a good explanation why the application was not made earlier, and establish that the prospects of success on the amendment eclipse the interests of other parties to the litigation, as well as potentially those of court users more generally. The wider interests of other court users, the court’s limited resources, and the need for compliance with rules as relevant factors in late applications are well established. The court has to balance such factors having regard to the explanations provided and the facts of the case overall.

[24]In one authority, the court saw little difference between the proposition that there was a heavy burden on a party seeking a late amendment and that any amendment ought, in general, to be permitted in the absence of prejudice if it allowed the real dispute between the parties to be adjudicated upon. Both propositions had regard to the overriding objective. The court agreed with an observation in another case that it is simply a question of where the balancing exercise starts from, or the point around which the balancing exercise pivots. The factors are the same.

[25]Beyond observing the application of principle, reported cases on late amendment applications inevitably have depended upon the particular facts of the case. Mr Pipe objects here that these are very late amendments, made without any real justification for such lateness. He says that they will result in the trial being lost. That would put the defendants to prejudice for which there is no real excuse.

[26]Mr Pipe next took me to the provisions of CPR 17.4, governing amendments to statements of case after the end of a relevant limitation period. In the first full paragraph of the commentary at paragraph 17.4.1 (at page 516), the point is made that the court’s power to allow amendments under CPR 17.4 is confined to certain tightly limited circumstances. Even in a case falling within those limits, the court still has a discretion to refuse the amendment on general principles. Reference is made to a first instance authority in which it was held that the new claims sought to be raised were extremely weak; there had been unjustified delay in seeking permission to raise them in the proceedings; and allowing them to be added would have caused unnecessary and disproportionate complication in what was otherwise relatively straightforward litigation.

[27]Mr Pipe emphasises that the effect of allowing an out-of-time amendment is substantive, and not merely procedural. It removes a limitation defence that would otherwise be available to a defendant because of the doctrine of ‘relation back’ of the amendment to the issue of the proceedings. The court must therefore be cautious in exercising the jurisdiction to allow amendments, such as the present, in. Mr Pipe emphasises that these representations were made some ten years ago. The last purchase of shares was some seven years ago. He emphasises that it is difficult to see how a claim founded upon the proposed planning permission amendment could possibly succeed in relation to share purchases that had been made after retrospective planning permission had been granted in 2018. In his reply, Mr Goodkin pointed out that there were still some £19 million worth of share purchases prior to that grant of retrospective planning consent. That amounts to some 50% in value of the claim.

[28]Mr Pipe took me to an important section of the commentary in Civil Procedure at paragraph 17.4.2. This addresses the resolution of disputes as to whether a limitation period has expired. Where it is reasonably arguable that the relevant limitation period has expired before an amendment is made, the burden is on the applicant to show that the amendment falls within the provisions of CPR 17.4.

[29]In Geo-Minerals GT Ltd v Downing & Ors

[2023] EWCA Civ 648

, the Court of Appeal considered, and affirmed, the classic four-stage approach to CPR 17.4.1 and 17.4.2, as follows: i) Is it reasonably arguable that the opposed amendments are outside the applicable limitation period? If so, proceed to the next question. If not, then rule 17.4 does not apply, and the amendments may be allowed under 17.1.2. ii) Do the proposed amendments seek to add or substitute a new cause of action? If so, proceed to the next question. If not, rule 17.4 does not apply and the amendment may be allowed under rule 17.1.2. iii) Does the new cause of action arise out of the same, or substantially the same, facts as are already in issue in the existing claim? If so, then proceed to the last question. If not, then the court has no power to grant permission for the proposed amendment, save by way of the Mastercard approach, discussed in a particular case in the TCC in 2021. iv) Should the court exercise its discretion to allow the amendment?

[30]The writer is also directed to look at the case of Alame v Shell Plc

[2023] EWHC 2961 (KB)

from paragraph 50 for discussion as to what constitutes a new claim for the purposes of 17.4.2. That is a reference to a first instance decision of May J. An appeal from her decision was dismissed (see

[2014] EWCA Civ 1500

). In her judgment in that case, May J drew heavily from the judgment of Males LJ in the Geo-Minerals case previously cited.

[31]The test from Alame, at paragraph 50, is as follows:(a) The cause of action is every fact which is material to be proved to entitle the claimant to succeed. Only those facts which are material to be proved are to be taken into account; the pleading of unnecessary allegations or the addition of further instances does not amount to a distinct cause of action. At this stage, the selection of the material facts to define the cause of action must be made at the highest level of abstraction.

(b) In identifying a new cause of action the bare minimum of essential facts abstracted from the original pleading is to be compared with the minimum as it would be constituted under the amended pleading.

[32]Mr Pipe submits that the amendments all involve the introduction of new causes of action. New allegations of misrepresentation are added, as are new allegations of falsity. None of those matters is said to arise from the bare minimum of facts which are to be extracted from the current particulars of claim.

[33]At paragraph 52, May J went on to address the correct approach to stage 3, again drawing on Males LJ’s judgment in the Geo-Minerals case at paragraph 28. I quote: As regards Stage 3 (‘arising out of the same or substantially the same facts’) a number of points emerge…

[34]From another authority:(1) ‘Same or substantially the same’ is not synonymous with ‘similar’.

(2) Whilst in some borderline cases, the answer to this question is or may be substantially a ‘matter of impression’, in others it must be a question of analysis.

(3) The purpose of the requirement at Stage 3 is to avoid placing the defendant in a position where he will be obliged, after the expiration of the limitation period, to investigate facts and obtain evidence of matters completely outside the ambit of and unrelated to the facts which he could reasonably be assumed to have investigated for the purpose of defending the unamended claim.

(4) It is thus necessary to consider the extent to which the defendants would be required to embark upon an investigation of facts which they would not previously have been concerned to investigate. At Stage 3 the court is concerned at a much less abstract level than at Stage 2; it is a matter of considering the whole range of facts which are likely to be adduced at trial.

(5) Finally, in considering what the relevant facts are in the original pleading a material consideration is the factual matters raised in the approving defence…

[35]Mr Pipe submits that in the case of all of the amendments, the defendants will have to investigate the facts, and obtain evidence and embark on an investigation of matters in relation to stale allegations which they have not needed to investigate, and would otherwise not need to investigate. That is precisely why these amendments are said to derail the trial.

[36]Mr Goodkin submits that the proposed amendments do not raise any new cause of action. If, however, they do, he submits, in the alternative, that they arise out of the same, or substantially the same, facts as are already in issue in the existing claim.

[37]Stage 2 is addressed in the commentary at paragraph 17.4.4(2), which addresses the question whether there is a new cause of action. In Mulalley & Co Limited v Martlet Homes Limited

[2022] EWCA Civ 32

, the Court of Appeal confirmed that the bare minimum of essential facts abstracted from the original pleading is to be compared with the minimum as it would be constituted under the amended pleading.

[38]The commentary at paragraph 17.4.4(3) addresses stage 3: whether the new cause of action arises out of the same, or substantially the same, facts as are already in issue in the existing claim. The Court of Appeal in Mulalley reviewed guidance in earlier authority as to what constitutes the same, or substantially the same, facts. The appeal court began with the statement of Cross LJ in Brickfield Properties v Newton

[1971] 1 WLR 862

. Cross LJ had remarked that it was not an objection if some of the facts out of which the new cause of action arises are peculiar to itself, and that some of the facts out of which the old cause of action arises are peculiar to that. It is enough if the overlap is so great that the new cause of action can fairly be said to arise out of substantially the same facts as the old cause of action.

[39]Whether one factual basis is substantially the same as another factual basis is said to involve a value judgment, which the court should make having regard to the main purpose for which statute permits the court to allow stale claims to be raised by amendment. That is that where factual issues are, in any event, going to be litigated between the parties, they should be able to rely upon any cause of action which substantially arises from those facts. In the vast majority of cases, the statements of case are the only, or primary, source of material for deciding what facts were originally in issue. If the amendment is proposed after disclosure or witness evidence, such material may further inform, and elucidate, what was going to be litigated; but, so the editors submit, not such as to elevate the status of the latter to that of statements of case. Further, to the extent that there is correlation in deciding whether the test is made out, the courts have regard to the extent to which additional evidence and preparation will still be required. In considering the case law, regard has to be applied both to established principle and to the particular facts and material in the case.

[40]The commentary at paragraph 17.4.4(4) addresses the potential relevance of the defence to the proposed amendment. In deciding whether the proposed amendment arises from the same, or substantially the same facts, the court can have regard to issues raised in the existing defence.

[41]In the course of his submissions in opening, Mr Goodkin took me to a number of the passages in Coulson LJ’s decision in Mulalley, previously cited. He took me, in particular, to paragraphs 40, 45, 47, 48 and 49. In his reply, Mr Goodkin particularly emphasised the fact that, in deciding whether one factual basis is substantially the same as another, a value judgment is involved; but the relevant criteria must clearly have regard to the main purpose for which the qualification to the power to give permission to amend is introduced. That purpose is to avoid placing a defendant in the position where, if the amendment is allowed, he will be obliged, after the expiration of the limitation period, to investigate facts, and obtain evidence of matters, which are completely outside the ambit of, and unrelated to, those facts which he could reasonably be assumed to have investigated for the purpose of defending the unamended claim. The policy of the section is that if factual issues are, in any event, going to be litigated between the parties, they should be able to rely upon any cause of action which substantially arises from those facts. Although, in borderline cases, the question whether or not a new cause of action arises out of substantially the same facts as those already pleaded may substantially be a matter of impression, in others it must be a question of analysis. Emphasis must also be placed upon the requirement that the facts should be the same, or substantially the same, and not merely similar. That should not be allowed to divert attention away from the appropriate enquiry.

[42]In addressing the various proposed amendments, I will not address all of the particular submissions that have been advanced to me over the course of a full day, and a further hour-and-twenty-minutes, of oral submissions. However, I have borne all of these submissions firmly in mind.

THE AMENDMENT APPLICATION: A SUMMARY

[43]Essentially, the proposed amendments fall under four separate, and discrete, heads. The first head is the updated schedule amendments. The second is the reformulated representation amendments, specifically at paras.15.3A and 20A. The third head relates to the planning permission amendment; and the fourth head relates to the Injector Well amendments.

THE UPDATED SCHEDULE AMENDMENTS

[44]The history of these dates back to paragraph 11 of Deputy Master Dovar’s case management order. It must be borne firmly in mind that that order was made following the close of pleadings, and after the defendants had submitted a detailed request for further information, extending to some eight requests, on 24 May 2024. The defendants had responded by way of an 18 page response on 18 July 2024. The request for further information had required the defendants to specify the words or statements used in certain of the representations particularised by the claimants which were said to amount to a repetition of a representation or representations previously described.

[45]Mr Goodkin submits that the updated schedule contains the information that was specified in those requests. However, request number 7 required the claimants to specify which of the representations described in paragraphs 6 to 14 of the original Particulars of Claim were said to give rise to the representation pleaded in paragraph 15.3. When pressed in his reply, Mr Goodkin, I think, accepted that if permission were to be given for the updated schedule amendments, then the claimants should be required to include that information within their updated schedule, and would be willing to do so.

[46]It is against that background that the terms of paragraph 11 of the Deputy Master’s order fall to be considered. Mr Goodkin submitted in his skeleton argument that the Deputy Master’s order should be interpreted objectively, and not by attempting to determine his subjective intention, based either upon the evidence of Mr Bolam, who had conducted the case at the case management hearing on behalf of the defendants, or upon the transcript. Mr Goodkin submits that paragraph 11 of the case management order required the claimants to set out what representations were relied upon for each purchase. He says that it did not limit the representations to those already set out within the particulars of claim. He therefore submits that the claimants were permitted, and indeed required, to set out any and all representations on which they relied, provided they supported or particularised the case as already pleaded at paragraph 15 of the particulars of claim.

[47]Paragraph 14 of the particulars of claim had already made it clear that the claimants relied upon the fact that the sixth defendant had repeated the representations contained within the AIM admission document and the Xodus report in various media interviews. The updated schedule is said to identify the interviews on which the claimants rely, along with other similar forms of public statements made by the defendants.

[48]Mr Goodkin also submits that the updated schedules are not intended to be read in isolation. As explained at the proposed paragraph 17A, the additional representations repeat those summarised at paragraphs 15 and 16, and are false for the reasons pleaded at paragraphs 19 to 20C. He submits that the defendants’ existing evidence is therefore sufficient to address them.

[49]Mr Pipe submits that the Deputy Master did not give permission for new representations to be added. He says that the purpose of his order was limited to identifying which representations were relied on for each share purchase.

[50]In my judgment, Mr Pipe is right. In my judgment, on a true construction of paragraph 11 of the case management order, the claimants were required to specify which of the existing representations pleaded in the particulars of claim were relied upon in relation to each share purchase. There was no intention to give carte blanche for new representations to be introduced into the claimants’ case.

[51]In the course of his opening oral submissions, Mr Goodkin emphasised that the order simply required the representations relied upon for each purchase to be specified, with no elaboration, and with no accompanying analysis. In my judgment, that submission explains why Mr Pipe’s submission is correct and Mr Goodkin’s submission is wrong. Had the Deputy Master intended to permit the introduction of any new representations, he would have required them to have been pleaded with a degree of particularity and specificity equivalent to the process that had already been undertaken as a result of the request for further information and the claimants’ response to it. All that the Deputy Master was doing was to require particulars of existing representations to be specified in relation to each of the share purchases upon which the claimants were relying. So I reject the submission that there is already permission for the claimants to rely upon any additional representations set out in the updated schedule to the particulars of claim. That means that permission to amend is indeed required.

[52]In considering that, I bear in mind that the defendants have already had this schedule since 3 August 2025, over ten months ago. The amendment that is proposed in paragraph 17A is as follows: In addition to the representations set out at paragraphs 6 to 14A above, the defendants or one or more of them made further material representations on behalf of Angus in media interviews, RNS…” - that is to say Regulatory News Service -“…announcements, Tweets and other public statements (‘the additional representations’).

[53]The additional representations relied upon by each claimant are set out in the annexes to the relevant updated Schedule 1 prepared pursuant to paragraph 11 of the order dated 4 April 2025. Each such additional representation: 17A(1) was made for the purpose of inducing investors, including the relevant claimant, to purchase shares in Angus; 17A(2) amounted to or repeated one or more of the representations summarised at paragraphs 15 and 16 above; and 17A(3) was false for the reasons set out at paragraphs 19 to 20C below.

[54]I note that at paragraph 17, the claimants had pleaded that they would seek agreement or permission to amend these particulars of claim in due course to particularise any further misrepresentations that are identified. However, I note also that what was there reserved was a right to seek agreement or permission to amend the particulars of claim in due course, and not to seek to introduce further misrepresentations in any other ancillary document such as the updated schedule.

[55]During the course of Mr Goodkin’s reply, I canvassed the possibility of making any permission to amend to add paragraph 17A conditional upon the claimants providing further particulars. What I had in mind was the specification of the precise words of the additional representations from which any one or more of the representations summarised at paragraphs 15 and 16 of the particulars of claim, were relied upon, identifying which of them was said to constitute one of the representations already summarised. The difficulty is that the matter is only some 22 court days away from trial. There is a pre-trial review fixed for next Tuesday. I indicated that against that background, the defendants should have those further particulars by the end of this week so that Mr Pipe would be in a position to consider whether to make any application at the pre-trial review. Mr Goodkin indicated that he would be content with that. I am satisfied that the court has the necessary power under CPR 3.1(3)(a) to impose such a condition.

[56]It seems to me that it would be appropriate to allow the paragraph 17A amendment, but only subject to the stringent condition that the process of relating the additional representations to the representations summarised at paragraphs 15 and 16 of the existing particulars of claim is completed prior to the pre-trial review. So what I propose to do is to give permission for the paragraph 17A amendment, but only on condition that, by 4.00 p.m. this coming Friday, the claimants are to provide further information specifying which of the additional representations amounted to, or repeated, one or more of the representations summarised at paragraphs 15 and 16 above. It will be a matter to be raised at the pre-trial review as to whether the claimants have complied with that condition or not. I emphasise that Mr Goodkin indicated that he did not submit that that was a condition with which the claimants could not comply.

THE REFORMULATED REPRESENTATION AMENDMENTS

[57]These are to be found at paragraphs 15.3A and 20A. Paragraph 15.3A pleads: Further, or alternatively to paragraph 15.3, the defendants represented that:(a) Angus would penetrate the Portland reservoir, zone 4.2, in order to create a new horizontal production well; and

(b) that intention was not contingent upon the results of any exploration activities, including exploration of the Kimmeridge limestone layers.

Further, or alternatively to paragraph 15.3, the defendants represented that:

[58]Paragraph 20A pleads: Further, or alternatively, the defendants’ intention for Angus to penetrate the Portland reservoir, zone 4.2, and create a new horizontal production was contingent upon the results of the exploration of the Kimmeridge limestone layers and the defendants’ assessment of the results of that exploration. The defendants intended to explore the Kimmeridge limestone layers and then assess whether to attempt to produce from the Kimmeridge or from the Portland.

[59]The claimants’ case is that this is simply a legal recharacterization, or adjustment, of allegations already advanced at paragraph 15.3 and 20 of the existing particulars of claim. Mr Goodkin submits that it is debatable whether this amendment is necessary at all, but he provides it in the interests of certainty and clarity. It raises no matter that cannot properly be dealt with at trial. Indeed, he ventures to suggest that this is an amendment that could have been made after the close of evidence in light of the evidence given at trial.

[60]I accept those submissions. I do not consider that this reformulation amounts to an attempt to introduce any new claim into the proceedings outside the limitation period. Therefore, CPR 17.4 is not engaged in the case of this proposed amendment. It is a matter of discretion. I consider that although this is a matter that could have been raised earlier, it will cause no prejudice to the defendants for it to have been raised now. I accept Mr Goodkin’s explanation that it would not have been cost-effective or proportionate to have sought to pursue this amendment on its own. It will not require any additional witness evidence or disclosure. I am satisfied that it is covered by matters that are already in issue between the parties. So I will permit that pair of amendments, which go together.

THE PLANNING PERMISSION AMENDMENTS

[61]In my judgment, these clearly raise a new cause of action. Indeed, in the paragraph of his second witness statement, to which I have already drawn attention (paragraph 3.8.2), Mr Anderson seems to me implicitly to recognise this fact when he states that the significance of the documents already in the claimants’ possession only became apparent when these were considered alongside the internal Angus documents disclosed by the defendants, and that that process crystallised the claim in misrepresentation. If one goes back to the ingredients of a claim in misrepresentation, one needs, first, a statement of fact or of law; secondly, that was substantially untrue; and, thirdly, that induced the claimant to enter into the contract. What the claimants are now seeking to do is to introduce a new representation into paragraph 15.8 that Angus had the planning permission from Surrey County Council required to carry out the operations previously described, and also to use the Injector Well.

[62]The claimants also seek to introduce a new allegation of falsity in paragraph 20B, and, in paragraph 20C, new allegations that the defendants, or each of them, had no reasonable grounds to believe that the representations relating to planning permission were true. It seems to me clear, and indeed Mr Goodkin came as close as he could to admitting the fact in his reply without expressly doing so, that these amendments seek to add a new cause of action. It is common ground that the proposed amendments are sought to be made outside the applicable six year limitation period. So one has to proceed to stage 3 and ask: does the new cause of action arise out of the same, or substantially the same, facts as are already in issue in the existing claim? If not, then the court has no power to grant permission for the proposed amendment.

[63]I bear in mind all that has been said both in the commentary to Civil Procedure and in the extracts from the authorities which I have summarised earlier in this judgment. I bear in mind the terms of the pleaded defence. I bear in mind that paragraph 19.3 of the particulars of claim already pleads that the defendants made no reasonable attempt to commence production from the Portland reservoir within twelve months or at all. The response to that is to be found in the existing defence at paragraph 45. It is pleaded that paragraph 19.3 is irrelevant to the allegations of misrepresentation. There is a plea that Angus commenced drilling in February 2017, and successfully reached the Kimmeridge and Corallian exploration targets. The defence goes on to say that testing of the Kimmeridge layer in BR-X4Z was delayed until 2019 as a result of further planning, resourcing and regulatory issues, and other business considerations within Angus. It was not possible to bring production into place within twelve months from the Portland reservoir because of the issues referred to above.

[64]Mr Goodkin relies upon that; and he relies also upon passages in three existing witness statements, from two of which he quoted (although they were not placed before me) for the submission that planning issues are already going to be part of the subject-matter of the forthcoming trial. He emphasises that this means that the defendants are not being placed in the position of having to investigate facts, and obtain evidence of matters, outside the limitation period which are completely outside the ambit of, and unrelated to, facts which he could reasonably be assumed to have investigated for the purpose of defending the unamended claim. Mr Goodkin points to the fact that the defendants have already put planning issues in play at trial in responding to paragraph 19.3 of the particulars of claim by the terms of paragraph 45 of the defence.

[65]In response to that, Mr Pipe makes the point that the issue here is about whether there was a planning issue raised by the local planning authority which caused delay in testing of the Kimmeridge layer until 2019. None of this relates to:(1) whether there was any extant planning permission or

(2) what the defendants knew or understood about that at the time the alleged representations were made some years earlier.

[66]I accept Mr Pipe’s submissions on this point. I am satisfied that not only is this a new cause of action but it is one that does not arise out of either the same, or even substantially the same, facts as are already in issue in the existing claim. It follows that the court has no jurisdiction to allow this planning permission amendment because it will deprive the defendants of an existing limitation defence. That is a matter of substantive law rather than procedure. It does seem to me that there is a qualitative difference between investigating the reasons for delay in proceeding to drill, and investigating the existence of a planning permission, and also what was known about it by the individual defendants, and the defendant company.

[67]If I am wrong about that, then I would need to consider the issue of discretion. I accept that the proposed planning amendment raises a seriously arguable case of actionable misrepresentation. I accept that the matter has been pleaded with sufficient clarity. However, this is a very late amendment, and one which, on my assessment, does have a real potential for extending the length of the trial. I am not sure that it would necessitate any further disclosure; but it will clearly necessitate further witness statements from individual defendants who have not yet addressed the issue of their understanding of the position with regard to planning permission. In order to address the issues raised by paragraph 20C of the proposed amended particulars of claim, which, I note, extend over some three-and-a-half pages, it may also require further witness evidence generally from the defendants on the issue of the alleged falsity of the representations relating to planning permission addressed at paragraph 20B.

[68]The claimants clearly had knowledge that these representations had been made. One cannot say that one has acted upon, or has been influenced, or induced, by a representation without knowing that it was made. What is said is that the claimants did not know, until the completion of the defendants’ discovery, that those representations could be said to have been false. That may be the case. But in my judgment, and in the exercise of my discretion, it is not a sufficient reason to allow amendments that will have the potential to extend the length of trial beyond the existing trial estimate, and thus to put the trial in peril. Nor is it right to require the defendants, and their legal representatives, in the immediate run-up to trial, to divert attention away from preparing for the defence of the case that has previously been run against them by having to address additional matters of evidence.

[69]I have to balance prejudice to the claimants against prejudice to the defendants, who have to face this trial in some 22 working days. Mr Goodkin makes the point that these amendments have been known about for almost two months, or thereabouts. Nevertheless, the court does not expect defendants to prepare to meet a case until it has actually been properly pleaded. This is a claim that goes back to 2016 in terms of the representations of which complaint is made. It is a claim that was started in November 2022. In my judgment, it is simply unfair to the defendants to subject them to this new case at this very late stage. So, even if I were wrong on the issue of jurisdiction, in the exercise of the court’s discretion, and in furtherance of the overriding objective of dealing with the case justly and at proportionate cost, I would have refused permission to amend.

THE INJECTOR WELL AMENDMENTS

[70]Given that I have now been going on for an hour-and-a-half, and we are into the short adjournment, I will deal with this very shortly. For the same reasons that I have given in relation to the planning permission amendments, I would have found that there was no jurisdiction to permit the Injector Well amendments because they raise a new cause of action which does not arise out of the same, or substantially the same, facts that are already in issue in the existing claim. Indeed, so far as the latter aspect is concerned, the position is even clearer than in the case of the planning permission amendments. If I were wrong on that, I would have refused to permit the amendments on the grounds of discretion.

[71]There is less reason why these amendments are being sought to be made at this very late stage. It is possible that some expert evidence would be required to address them; the matters sought to be raised at paragraphs 18A(1) and (2) are not matters within the court’s judicial notice. They would need to be proved. They would require additional evidence, possibly of an expert nature, unless they are accepted by the defendants. It would, for the reasons I have already given in relation to the proposed planning permission amendments, simply be unfair to the defendants for them to have to defend these new allegations of misrepresentation at this late stage in the run-up to the trial.

SPECIFIC DISCLOSURE

[72]I can deal shortly with the specific disclosure requests. These are three in number. The first relates to IGI testing results and associated correspondence. At one stage, I had considered requiring a further search for specific documents identified in Andrew Hollis’s email of 22 October 2017. But the evidence is that reasonable and proportionate further searches have already been made for those documents without success. In those circumstances, it would not be appropriate to make any order.

[73]So far as requests 4 and 5 are concerned, these would involve extending the date ranges that were specifically directed by the Deputy Master when dealing with the disclosure review document at the case management hearing on 4 April 2025. Those date ranges are specifically identified by Mr Anderson in his first witness statement at paragraph 3.3. I see no reason why this court should, at this late stage in advance of the trial, extend the date ranges that were ordered by the Deputy Master in April of last year. Mr Goodkin submits that the extension is justified by reference to the additional representations identified in the updated schedule. If that is correct, then it should have been the subject of an application at a much earlier stage, and not one that has come on for hearing in the immediate run-up to the trial. In any event, I do not see that it would be reasonable or proportionate to order specific disclosure of the documents requested in requests 4 and 5, respectively board reports and minutes regarding the December 2018 well test, and internal communications between January and June 2019. So, for those reasons, I dismiss the specific disclosure application. That concludes this extemporary judgment (Discussions continue)

[74]Having delivered my substantive extemporary judgment, I now have to address the issue of costs. Mr Pipe submits that he is the successful party, that costs should follow the event, and that there is no reason why any other order should be made. For the unsuccessful claimants, Mr Goodkin submits that costs should be in the case or, alternatively, that the defendants should recover only between 20% and 25% of their costs. He submits that on two of the four amendment applications, he was successful, and that these were issues on disclosure which have occupied a lot of correspondence. He also points to the fact that there have been case management advantages from what has emerged from this application, in terms of the way in which the issues would be presented at trial. He submits that if he is wrong on all that, 70% on account of costs is far too high a percentage given:(1) the high level of costs (£96,600-odd) claimed by the defendants and

(2) the disparity between that level of costs and that incurred by the claimants. I note, however, that the defendants are retaining London solicitors whereas the claimants’ solicitors are based in Southampton.

[75]I have no doubt that Mr Pipe is right to say that this was not a partial victory for either side. The successful parties are the defendants. Mr Pipe is right to point out that Mr Goodkin, in the course of his reply, had indicated that the amendments which did succeed to paragraphs 15.3A and 20A would not have been pursued on their own because it would not have been cost-effective to do so. So far as they are concerned, they took up very little time, and no real evidence at the hearing or in advance of it. So far as the updated schedule amendments are concerned, Mr Pipe is right to say that they have been allowed, but only on stringent terms as to immediate further particularisation. That should, in the light of the previous Part 18 request for further information and its response, have been addressed as part of the substantive amendment. On the other two matters, which took up by far the greatest part of the time, the planning permission amendment and the Injector Well amendments, the defendants were entirely successful.

[76]I have no doubt whatsoever that the defendants are the successful party, and that costs should follow the event. It may be that some of the costs in the statement in relation to inter partes correspondence are not really referable to this application at all but relate to disclosure issues; but that is a matter for detailed assessment. It is of relevance only in terms of the level of any interim payment on account. So, in terms of costs, I will order the claimants to pay the costs of the defendants, to be assessed on the standard basis by way of detailed assessment, if not agreed. The court is mandated to order an interim payment on account unless that would be unjust. I have received no submissions that it would be unjust. It may bear heavily upon the claimants, as private individuals; but nevertheless they brought this application, it has failed, and they must bear the cost consequences of that.

[77]So far as the level of interim payment is concerned, I would not go as high as 70%, as suggested by Mr Pipe. What I propose to do is to allow two-thirds of the costs; and that, I think, produces a figure of £64,400. I think that is two-thirds. - - - - - - - - - - - - - (This Judgment has been approved by the Judge.) Digital Transcription by Marten Walsh Cherer Ltd 2nd Floor, Quality House, 6-9 Quality Court, Chancery Lane, London WC2A 1HP Tel No: 020 7067 2900. DX: 410 LDE Email: info@martenwalshcherer.com Web: www.martenwalshcherer.com