Sanaa El Debs & Ors v Craig Coughlan [2026] EWHC 2160 (Ch)

[2026] EWHC 2160 (Ch)Case No BL-2026-000016
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
BUSINESS LIST (ChD)
Venue Royal Courts of Justice, Rolls Building, Fetter Lane, London, EC4A 1NLDate 20/8/2026
Before
MASTER CLARK
Between
(1) SANAA EL DEBSApplicants(2) HANI EL DEBSApplicant(3) NADA DEBSApplicant(4) OMAR DEBSApplicantMR CRAIG COUGHLANRespondent
James McCreath (instructed by LK Law LLP) for ApplicantsAhmed Elhusseiny (instructed by DLA Piper UK LLP) for RespondentHearing Hearing date: 18 June 2026
Approved JudgmentThis judgment was handed down remotely at 10am on 20 August 2026 by circulation to the parties or their representatives by e-mail and by release to the National Archives..............................Master Clark:Application
[1]This is my judgment on an application dated 6 January 2026 seeking pre-action disclosure pursuant to CPR 31.16 (retained in CPR 57AD by para 1.8 of that Practice Direction).

Parties and the factual background

[2]Parties and the factual background The applicants are all members of the Debs family, which runsa Japanese-Lebanese textiles and food products business. The 1st to 3rd applicants are siblings, and the 4th applicant is their cousin. The facts set out below are those alleged by the applicants, and insofar as they may be disputed, I am not of course making any finding as to whether they are true.[3]The application arises out of the investment by the applicants in a company called Drecford Holdings Limited (“Drecford”), incorporated on 29 May 2019 in the Abu Dhabi Global Market (“ADGM”). Their initial investment was by subscribing to loan notes (“the Notes”), which were later converted into securities issued by a Luxembourg securitization vehicle called Alpha Investor Securitization Vehicle (“AISV”). These securities are referred to in the evidence as “the Bonds”.[4]The respondent, Craig Coughlan, is and was at all material times, a 50% shareholder in and a director of Drecford. He resides in England. The other director was Patrick Sulzer.[5]Drecford’s registered office is at Suite 203, Floor 11, Al Sarab Tower, Abu Dhabi Global Market, Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. However, the applicants’ enquiries have established that it has no presence at all at that address.[6]Drecford had at the relevant time a wholly owned subsidiary, incorporated on 12 July 2019 in the Ras Al Khaimah economic zone, Drecford FZ LLC (“Drecford RAK”), which the applicants believe was its operating company.[7]The applicants’ investment in Drecford was arranged by Purple Capital Group SAM (“Purple Capital”), a financial services company based in Monaco. Purple Capital had previously advised the applicants’ family company, FSD Enterprises Ltd (“FSD”). In 2019, the applicants had sold their shares in FSD, and were looking for advice in their personal capacity.[8]Unknown to the applicants, the Chairman and CEO ofPurple Capital, Rida Lababedi, and David Ayache, a director of Purple Capital (whose shares were held by a nominee called Micca Ferrero) were also shareholders (totalling 50%) in Drecford.[9]In a meeting in September 2019, Mr Ayache promoted Drecford to the 1st applicant, telling her it had great growth potential, but wanted to grow in a secure fashion without taking on too much money at once.[10]On 17 January 2020, Mr Ayache sent the 1st applicant an email proposing an investment in Drecford, and attaching a PowerPoint presentation (“the presentation”). She has not been able to find the presentation sent to her, but her evidence is that it was substantially the same as that sent to the 4th applicant, a copy of which was in evidence. The presentation represented Drecford to be a commodities trading venture. It stressed the low risk nature of the investment, for example, saying: It stated that Drecford had deployed USD55m since January 2018, with annualised returns of 8%. “DRECFORD directly funds low-risk international trade transactions offering high yield, very low volatility and correlation to traditional markets such as equities and commodities.”[11]On 20 January 2020, the 1st and 3rd applicants entered into formal advisory agreements with Purple Capital to act as investment advisors to them.[12]On about 31 March 2020, the 3rd applicant spoke by phone with Mr Lababedi, who advised her to invest in Drecford. He told her that this was a safe investment where she would receive dividends of 8% per annum (or 2% quarterly dividends). On 2 April 2020, the 3rd applicant subscribed for USD1 million in Notes, in reliance on that advice.[13]On 28 April 2020 Mr Ayache and Mr Lababedi advised the 1st applicant to invest USD1 million in Drecford, telling her that it was a safe and solid investment. Mr Ayache said by a WhatsApp message that he had spoken to the respondent and that “He can take 1 Million now … as he has loaded rice available”. The same day the 1st applicant subscribed for Notes for USD1 million.[14]The 4th applicant invested USD500k in Notes on 30 September 2021. He was sent a copy of thepresentation, and was also told by Purple Capital that it was a verygood and safe investment.[15]The 2nd applicant acquired his Notes in 2023, by an indirect route. He agreed to exchange Notes in return for his shares in FSD. Those Notes were transferred to the 1st applicant on trust, whothen in 2023 assigned half of them to the 2nd applicant.[16]The 1st applicant’s evidence is that as a result of what was said to her, she understood Drecford to be a safe investment. She was also not aware of the conflict of interest Purple Capital were under as a result of Mr Lababedi’s and Mr Ayache’s (indirect) investment in Drecford. Her evidence is that had she been aware of either, she would not have invested. The same is true for the 3rd and 4th applicants.[17]For the first few years, Drecford paid interest under the Notes. The applicants’ relationship with Purple Capital, however, ended after their bank, UBS Monaco, refused to work with Purple Capital any more. The 1st applicant began liaising with the respondent directly.[18]In early 2023, Drecford undertook a process of converting the Notes into Bonds. The applicants’ case, which has some force, is that the new terms were highly unfavourable to the bondholders. The Bonds offered no right of recourse against Drecford, and the right of recourse against AISV only arose to the extent that AISV was itself paid by Drecford. None of these matters were explained to the applicants before they agreed to convert their Notes to Bonds, nor did they understand that they had a choice whether or not to convert their Notes to Bonds. They were also not told that Mr Lababedi’s company, SCI Silverstar Ltd, which held USD3m in Notes, had realised USD2m of those rather than convert them into Bonds.[19]Only one payment of interest was received under the Bonds, in July 2023. Despite assurances that money was coming, on 23 October 2023, Drecford wrote to investors telling them that it was facing liquidity challenges and payments would be delayed. No further payments have been received. In October 2023, Drecford stopped any communication with the applicants. The applicants’ total investment in Drecford, amounting to just under USD6m, has as things stand been lost.[20]There has been no engagement whatsoever from Drecford or the respondent, either with attempts by the 1st applicant to contact them, or attempts by others, including Purple Capital. On 28 May 2024 it was deregistered by the Registrar of the ADGM Registration Authority, and recorded as having unpaid fines/late fees due to failure to comply with ADGM’s commercial legislation.[21]On 10 April 2025, Purple Capital filed an application for pre-action disclosure in the ADGM Court against the respondent, Mr Sulzer and Drecford. The application succeeded, but the respondent did not participate, and only Mr Sulzer provided any disclosure. That was paltry, as he (at least on his account) had very little involvement in matters.[22]The applicants submitted that the circumstances in which they lost the money they invested in Drecford are suspicious for the following reasons:(1) Some of the statements made at the time they invested are simply untrue. For example, the presentation described the returns Drecford had been delivering since 2018, when in fact it was not incorporated until 2019.(2) The applicants were advised to make their investment by Purple Capital, who had a conflict of interest, and who did not disclose that conflict despite being the applicants’ retained advisors.(3) Despite it being marketed as a safe investment, there has been a total loss.(4) No explanation has been forthcoming as to how the money has come to be lost. Attempts to find out what happened to the money have been ignored by the respondent. If there is an honest explanation for the failure of the investment, he has not given it.(5) The payments stopped very soon after the applicants had been persuaded to convert their Notes into Bonds, which did not give any recourse against Drecford directly, and in circumstances where the adverse consequences of the conversion were not explained to the applicants in advance, nor was it made clear that they had a choice in the matter.(6) As referred to above, enquiries made by visiting the address purporting to be Drecford’s registered office found no trace of the company, and security guards at the building had no knowledge of it.

Proposed claims against the respondent

[23]In these circumstances, the applicants have identified two potential claims to be made against the respondent in respect of their buying the Notes:(1) fraudulent misrepresentation;(2) unlawful means conspiracy between the respondent and the principals at Purple Capital.[24]As to the fraudulent misrepresentation claim, the applicants seek documents evidencing:(1) the truth or falsity of the representations made to them about Drecford’s operations;(2) the respondent’s role in the representations made by Purple Capital.[25]As to unlawful means conspiracy, the documents sought are communications or documents evidencing communications between Purple Capital and the respondent in respect of the misrepresentations, and Mr Lababedi and Mr Ayache’s omissions to disclose their interests in Drecford.[26]The documents sought are set out in a schedule to the applicants’ draft[27]However, the applicants’ position at the hearing was that they were not now seeking pre-action disclosure in respect of their complaints about the conversion of the Notes to Bonds, nor the claims which might be brought in respect of that.

Legal principles

[28]Legal principles Pre-action disclosure CPR 31.16(3) provides: “(3) The court may make an order under this rule only where– (b) the applicant is also likely to be a party to those proceedings; (a) the respondent is likely to be a party to subsequent proceedings; (c) if proceedings had started, the respondent’s duty by way of standard disclosure, set out in rule 31.6, would extend to the documents or classes of documents of which the applicant seeks disclosure; and (d) disclosure before proceedings have started is desirable in order to – (i) dispose fairly of the anticipated proceedings; (ii) assist the dispute to be resolved without proceedings; or[29]There is no additional requirement to establish that the initiation of proceedings is itself likely. In Black v Sumitomo Corp [2001] EWCA Civ 1819; [2002] 1 W.L.R. 1562, CA, Rix LJ said: “71. Of course, in one sense it might be said that a person is hardly likely to be a party to subsequent proceedings whether as a claimant or otherwise unless some form of proceedings is itself likely to be issued. Two questions, however, arise. One is whether the statute requires that it be likely that proceedings are issued, or only that the persons concerned are likely to be parties if subsequent proceedings are issued. The other is whether "likely" means "more probably than not" or "may well". As to the first question, in my judgment the amended statute means no more than that the persons concerned are likely to be parties in proceedings if those proceedings are issued. 72. As to the second question, it is not uncommon for "likely" to mean something less than probable in its strict sense. It seems to me that if I am wrong about the first question, then it is plain that "likely" must be given its more extended and open meaning (see Lord Denning MR in Dunning's case), because otherwise one of the fundamental purposes of the statute will have been undermined. If, however, I am right about the first question, the second question is of less moment. Even so, however, I am inclined to answer it by saying that "likely" here means no more than "may well". Where the future has to be predicted, but on an application which is not merely pre-trial but pre-action, a high test requiring proof on the balance of probability will be both undesirable and unnecessary: undesirable, because it does not respond to the nature and timing of the application; and unnecessary, because the court has all the power it needs in the overall exercise of its discretion to balance the possible uncertainties of the situation against the specificity or otherwise of the disclosure requested.” … What the current language of the section appears to me to emphasise, as does the rule of court, is that the parties concerned in an application are parties who would be likely to be involved if proceedings ensued. The concern is that pre-action disclosure would be sought against a stranger to any possible proceedings, or by a party who would himself be unlikely to be involved. If the statute and rule are understood in this sense, then all difficulties, which might arise where the issue of proceedings might depend crucially on the nature of the disclosure sought and where it is impossible at the time of making the application to say whether the disclosure would critically support or undermine the prospective claim, disappear.[30]Pre-action disclosure is an unusual remedy: see First Gulf Bank v Wachovia Bank National Association [2005] EWHC 2827 (Comm) at [24]. As noted in the 2026 White Book at §31.16.4, determining whether disclosure is “desirable” within r.31.16(3)(d) involves a two stage process comprising a jurisdictional and a discretionary aspect. Each aspect must be addressed, though the former may often merge into the latter.[31]In Black, Rix L.J. stated at [81]:
“… for jurisdictional purposes the court is only permitted to consider the granting of pre-action disclosure where there is a real prospect in principle of such an order being fair to the parties if litigation is commenced, or of assisting the parties to avoid litigation, or of saving costs in any event. If there is such a real prospect, then the court should go on to consider the question of discretion, which has to be considered on all the facts and not merely in principle but in detail.”
[32]Also, in Black, Rix LJ observed at [88] that “the discretion is not confined and will depend on all the facts of the case”. However, he identified as “among the important considerations … the nature of the injury or loss complained of; the clarity and identification of the issues raised by the complaint; the nature of the documents requested; the relevance of any protocol or pre-action inquiries; and the opportunity which the complainant has to make his case without pre-action disclosure”.

Fraudulent misrepresentation (deceit)

[33]For present purposes, it is enough to refer to the principle set out in Clerk & Lindsell on Torts (24th edn) at para 17-01:
“where a defendant makes a false representation, knowing it to be untrue, or being reckless as to whether it is true, and intends that the claimant should act in reliance on it, then in so far as the latter does so and suffers loss the defendant is liable.”

Unlawful means conspiracy

[34]The ingredients of the tort of unlawful means conspiracy are set out in Tinkler v Invesco [2025] EWHC 1624 (Ch), [2026] 1 W.L.R. 831 at [54] by Leech J:
“(1) Combination. The claimant must prove a combination or understanding between two or more people aimed at another person to use unlawful means. It is unnecessary to establish a binding agreement and a tacit agreement or understanding will be sufficient: see Belmont Finance Corpn Ltd v Williams Furniture Ltd (No 2) [1980] 1 All ER 393 , 404 b – c (Buckley LJ). (2) Intention to injure. The claimant must prove that the defendant had the relevant intention although it is not necessary to prove that it was the sole or predominant intention and it is sufficient that the defendant intends to advance their economic interests at the expense of the claimant’s interests: see Racing Partnership Ltd v Done Bros (Cash Betting) Ltd [2021] Ch 233 at para 154 (Arnold LJ). (3) Unlawful means. The claimant must prove that one or more defendants committed unlawful conduct pursuant to the combination. The concept of unlawful means is wide and extends to common law torts, statutory torts, crimes, breaches of contract, breaches of trust and equitable obligations and also breaches of confidence. Indeed, it embraces all acts which a defendant is not permitted to do by the civil or criminal law: see OBG Ltd v Allan [2008] AC 1 at paras 150 and 162 (Lord Hoffmann) . Moreover, it is not necessary to show that the unlawful acts or conduct is actionable by the claimant: see Revenue and Customs Comrs v Total Network SL [2008] AC 1174. (4) Causation. The unlawful act must be “indeed the means” by which the claimant suffers loss and damage. In Total Network SL (above) Lord Walker stated that the concept of unlawful means includes both crimes and torts “provided that they are indeed the means by which harm is intentionally inflicted on the claimant (rather than being merely incidental to it)”
. See also JSC BTA Bank v Ablyazov (No 14) [2020] AC 727 at para 14 (Lords Sumption and Lloyd-Jones JJSC).”

Basis of the application

[35]As noted, the part of the application now pursued relates to the representations made to the applicants before they bought the Notes. At this stage, the applicants had no direct contact with the respondent. The applicants’ case is that either Mr Lababedi and Mr Ayache acted as the respondent’s agents making the representations, or that they acted as the applicants' agents in receiving the representations from the respondent. For present purposes, that is sufficient.[36]The Category 1 documents sought are documents said to be relevant to the truth/falsity of the representations and the respondent’s knowledge of that.[37]The Category 2 documents are sought as evidencing who made the representations, and the involvement of the Purple Capital individuals in the making of those representations.[38]The Category 3 documents are sought also as relevant to the truth/falsity of the representations and the respondent’s knowledge of that i.e. whether Drecford and its subsidiary traded in a low-risk activity.[39]As to whether the documents would fall within standard disclosure, the applicants submitted that they were plainly relevant in that they will show whether Drecford was a genuine trading business i.e. as the applicants’ counsel put it, things were above board between the respondent (on the one hand) and Mr Lababedi and Mr Ayache.[40]As to the fourth limb of CPR 31.16, which requires it to be the case that disclosure at this stage is desirable in[41]Their first point is that the material in evidence suggests fraud, and it would be fairer on the applicants to have material which would allow those allegations to be made concretely, and to reflect the true facts shown by the documents. They particularly relied on the fact that no explanation for the failure of Drecford’s business has been forthcoming from the respondent, despite repeated requests.[42]As to assisting the dispute to be resolved without proceedings, the applicants submitted that if the disclosure showed the respondent to have been entirely honest, then proceedings against him would be unnecessary.[43]Finally, they submitted that the disclosure could save costs because if it showed that there were other claims against the principals of Purple Capital, those claims would be more cost-effectively brought if pleaded at the outset rather than by amendment at a later stage.[44]As to discretion, they submitted that the factors identified by Rix LJ (set out at paragraph 32 above) favour disclosure: the financial loss is clear, the issues identified are clear as are the documents sought. They also relied on the respondent’s complete failure to engage with the ADGM claim. They also accepted that as a matter of discretion, if proceedings were going to be stayed or struck out on jurisdictional grounds, then pre-action disclosure would not be appropriate.

Respondent’s position

[45]Respondent’s position The application and supporting evidence were served on the respondent on 12 January 2026.[46]On 13 February 2026, the applicants’ solicitors received a letter from a law firm apparently based in the United States – Maalouf Ashford & Talbot, LLP (MAT) – stating that they represented the respondent “in connection with these proceedings” and “will not be participating in the action”.[47]On 17 February 2026, MAT, in response to the applicants’ solicitors’ letter of 16 February 2026, stated:
“… As an initial matter, as is extremely clear from our letter of February 13, 2026, we have absolutely no intention of entering an appearance before the English Courts, and furthermore, Mr. Coughlan has absolutely no intention of participating in the English Court proceedings, as the parties have agreed to arbitrate their dispute. …”
[48]Notwithstanding this, on 15 June 2026, 2 days before the hearing of the application, English solicitors (DLA Piper LLP) came on the record, and counsel attended on behalf of the respondent at the hearing. The respondent has not served any evidence in opposition to the application.[49]The respondent opposed the application on the following grounds, all advanced for the first time in his counsel’s skeleton argument:(1) the parties are not likely to be parties to later proceedings because the natural forum for the claim is the ADGM, and, in any event, England is not the natural forum;(2) the claims are speculative;(3) the documents sought fall outside the scope of standard disclosure;(4) the documents sought are not in the respondent’s control;(5) the disclosure sought is not “desirable” within the meaning of CPR 31.16;(6) the application should be refused on discretionary grounds.

Forum non conveniens

[50]I can deal with this point quite shortly. The jurisdictional basis of a claim against the respondent is his residence in England. The applicants have identified the claims which they intend to make against the respondent, and that they would (and could) be brought in England. This is sufficient for the purposes of this application. As Black makes clear, there is no additional requirement to show that the claim is likely to be brought, even less so to show that a claim if issued would not be stayed on the ground that there is another more appropriate forum for the claim: although this, if established, may be relevant at the discretionary stage: see, for example, Pineway Ltd v London Mining Company Ltd [2010] EWHC 1143 (Comm).[51]To the extent that it is necessary to consider forum non conveniens, then the applicable principles are set out in Spiliada Maritime Corp v Cansulex Ltd [1987] AC 460 at 476-7:
“(a) The basic principle is that a stay will only be granted on the ground of forum non conveniens where the court is satisfied that there is some other available forum, having competent jurisdiction, which is the appropriate forum for the trial of the action, i.e. in which the case may be tried more suitably for the interests of all the parties and the ends of justice. … (c) The question being whether there is some other forum which is the appropriate forum for the trial of the action, it is pertinent to ask whether the fact that the plaintiff has, ex hypothesi, founded jurisdiction as of right in accordance with the law of this country, of itself gives the plaintiff an advantage in the sense that the English court will not lightly disturb jurisdiction so established. … In my opinion, the burden resting on the defendant is not just to show that England is not the natural or appropriate forum for the trial, but to establish that there is another available forum which is clearly or distinctly more appropriate than the English forum. In this way, proper regard is paid to the fact that jurisdiction has been founded in England as of right”
[52]The respondent submitted that the burden lay on the applicants to show that England is the appropriate forum for this claim. I reject that submission as inconsistent with the applicable principles found in Spiliada, set out above.[53]The respondent relied upon the following factors as pointing to the ADGM as the appropriate forum, and away from England:(1) The events in question concern the establishment, conduct and collapse of an ADGM-incorporated company, Drecford, and its Drecford RAK subsidiary, and transactions effected in the United Arab Emirates and Monaco, not in England;(2) The applicants are resident and/or banked abroad; the other protagonists – Drecford, AISV, Purple Capital and its principals, and Mr Sulzer – are all foreign; and the documents and the great majority of the likely witnesses are abroad;(3) The law governing the alleged torts is unlikely to be English law, and would be determined by retained Regulation (EC) No864/2007 (Rome II), the general rule (Article 4(1)) being the law of the placewhere the damage occurs, irrespective of where the events giving rise to it took place;(4) there are already related proceedings in the ADGM (“the ADGM claim”)– arising out of the same matters, in which the respondent has already beenpursued personally.[54]I turn to consider these factors. As to the first, the available evidence shows that Drecford has no physical presence in Abu Dhabi; and there is no evidence of any transactions actually effected in the UAE. The established position is that a corporation is resident in the country where its central management and control is exercised: Rule 173 of Dicey, Morris & Collins (16th edn); De Beers Consolidated Mines Ltd v Howe [1906] AC 455 at 458. Since the respondent is resident in England, and was the person who exercised the central management and control of Drecford, the inference to be drawn is that Drecford was resident in England at the time of the transactions. There is no evidence to the contrary.[55]As to (2), none of the applicants are resident in the UAE; AISV is in Luxembourg; Purple Capital and its principals are in Monaco; and there is no evidence as to where Mr Sulzer is – so this factor does not render the UAE the more appropriate forum. There is no evidence as to where the documents are, but insofar as they are Drecford or the respondent’s documents, the appropriate inference is that they are in England with the respondent.[56]As to (3), it may be that the governing law of the claim is not English law, but the respondent does not put forward any basis on which ADGM law (which is the same as English law) would apply. In any event, the question of which law applies is a complex multifactorial one, and inappropriate to be decided in an application of this type.[57]As to (4), the applicants are not parties to the ADGM claim (with which the respondent has failed to engage).[58]I therefore reject the respondent’s submission that the natural forum of this claim is the ADGM.

Whether the claims are speculative

[59]Whether the claims are speculative The respondent submitted he could not be liable for misrepresentations made by Drecford, unless he assumed personal responsibility towards the applicants and they relied upon that assumption of responsibility, relying upon Williams v Natural Life Health Foods Ltd [1998] 1 WLR 830. However, Williams is a claim in negligent misrepresentation under the principles established in Hedley Byrne & Co. Ltd. v. Heller & Partners Ltd. [1964] A.C. 465. The proposed claim is in deceit, in which the person liable is the person who makes the fraudulent misrepresentation; and there is no requirement to show a special relationship or assumption of responsibility: see Clerk & Lindsell at para 17-02.[60]The respondent also criticises the representation that the investment was “safe and sound” as having the character of opinion or prediction rather than a statement of existing fact. In my judgment, it is at least arguably a statement of fact which is sufficient for present purposes.[61]As to the unlawful conspiracy, the respondent relies upon the fact that the applicants’ current case is based on inference rather than direct evidence, and is not articulated with any clarity or sufficient particularity to allow the court to form a working view of its viability. However, claims in which fraudulent conduct is alleged are frequently put forward on the basis of inference, because the fraudulent actor has taken careful steps to conceal their wrongdoing from the victim. Doing so does not render such a claim speculative.[62]He also criticised the applicants’ case in two respects. First, he said it was an adequately plausible possibility that the object of the alleged combination was to procure the applicants’ investment in order to profit from it, not to injure them. The applicants could not, he said, establish intention to injure merely because the investment later failed. The combination to make money or to profit is not a combination to inflict harm.[63]As to this, I refer to [54(2)] of Tinkler, set out at paragraph 35 above. This sets out the well established proposition that it is not necessary to prove that it was the sole or predominant intention. It is sufficient that the defendant intends to advance their economic interests at the expense of the claimant’s interests. The applicants’ case is arguable on that basis.[64]Secondly, the respondent submitted that Purple Capital'snon-disclosure of its principals' interest was the conduct of Purple Capital, notof the respondent. At its highest it was, he said, a breach by Purple Capital of a disclosureduty owed to the applicants as its advisory clients, which would found a claim against it, but supplied nounlawful means on the part of the respondent, who did not stand in an advisoryrelationship with the applicants and owed them no such duty.[65]As to this, I refer to [54(3)] of Tinkler: “The claimant must prove that one or more defendants committed unlawful conduct pursuant to the combination." conduct pursuant to the combination."[66]There is no requirement to show that all the conspirators committed unlawful conduct. If Purple Capitals was responsible for the non-disclosure, but it was a result of a combination with the respondent, then the respondent is liable even though he did not commit the unlawful conduct.

Documents sought fall outside the scope of standard disclosure

[67]Documents sought fall outside the scope of standard disclosure The respondent also submitted that the claim is insufficiently articulated to enable the issues to which the disclosure is directed to be identified. I reject that submission. The representations and their reliance on them are sufficiently identified in the applicants’ evidence, as are the issues to which the documents relate. If they are exculpatory they will be relied on by the respondent, and if they are adverse they are disclosable. The respondent did not attempt to explain how any particular category fell outside of that dichotomy.[68]The respondent criticised the temporal range of Category 1 as being “over a period of years”. However, Drecford was incorporated in May 2019, and Category 1 documents are sought up to April 2020 (reflecting that the 1st and 3rd applicants made their investments in April and March 2020), so that the temporal range is only 11 months. The respondent made general criticisms about the width of the disclosure sought, but he has not filed any evidence as to what documentation exists or how difficult the task of finding it would be.[69]I accept, however, that, since no disclosure is sought in relation to the conversion of the Notes to the Bonds, category 2 requires narrowing to exclude reference to the Bonds. In addition, category 3 is too wide in its time range, which should in my judgment be limited to the end of October 2021 (when the 4th applicant subscribed for the Notes).

Documents sought are not in the respondent’s control

[70]Documents sought are not in the respondent’s control The respondent submitted that the bulk of the documents sought were not his documents, but those of Drecford and Drecford RAK. He cited Lonrho Ltd v Shell Petroleum Co Ltd [1980] 1 WLR 627 and Three Rivers DC v Bank of England (No 4) [2003] 1 WLR 210 for the proposition that even a controlling shareholding does not of itself give a person control of a company’s documents; control requires a presently enforceable legal right to obtain them. He submitted that the applicants had not established any such right, or physical possession; they had, he said, merely asserted that the Respondent “would have generated” the documents or been given copies. That, he said, is speculation, and the burden lies on them.[71]Lonrho concerned whether a parent company controlled its subsidiary company’s documents. In this case, the respondent was clearly the controlling mind of Drecford, so it is to be inferred that its documents are held by him in his capacity as director. His position is governed by B. v. B. (Matrimonial Proceedings: Discovery) [1978] Fam 181 at 187G:
"How do these general principles apply to the director of a company in relation to company documents, that is, to documents which are in the possession of the company in the sense that the company has the sole legal right to their possession. If they are or have been in the custody or physical possession of the director, even if he only held them or holds them as servant or agent of the company, or in his capacity as an officer of the company, then they must be disclosed. Whether such documents are or have been in his custody is a question of fact in each case."
This is a complete answer to the suggestion that the respondent does not as a matter of law have possession of Drecford’s documents.

Discretionary grounds

[72]The respondent submitted that the disclosure sought is not “desirable” within the meaning of CPR 31.16, referring to a range of authorities in his skeleton argument, to most of which I was not referred and which it is unnecessary to consider in detail. His submissions on this issue largely reiterated the points already made and considered above.

Discussion and conclusion

[73]Discussion and conclusion My primary concern in this application is whether, having held that the claim is not speculative, and that the factual matters alleged are sufficient to justify an allegation of fraud and dishonesty, the disclosure sought is necessary. The following considerations have persuaded me that I ought to exercise my discretion to order the disclosure sought.[74]First, the reason why the applicants find themselves in this position is that the respondent is in a position to give, but has not given any account as to why collectively the applicants have lost just under USD6 million. It will be for the applicants to plead and prove their case, but it would be wrong in my judgment for them to be faced with an argument that they have not done so sufficiently because the material to particularise that claim is in the respondent’s hands. In this context, it is relevant that some of the documents sought would be in the public domain (by being published on the Companies House website) if Drecford were incorporated in England.[75]Secondly, even if the claim could properly be pleaded without the disclosure, it will enable the applicants to particularise their claim in a way that will also save the costs of later amendments.[76]Thirdly, if it transpires that the disclosed material entirely rebuts the inference to be drawn from the currently available evidence, this will also save costs. This does not in my judgment render the application a “fishing expedition”, because the applicants have a proper case based on inference from the facts now known to them.[77]Finally, I have accepted that there will be costs efficiencies if all the appropriate defendants are included in the claim at the outset, and the disclosure sought may enable that to occur.[78]For the reasons set out above therefore, the applicants should in my judgment be provided with the disclosure they seek, with the limitations I have indicated.

order

“1. Category 1: All documents constituting or evidencing [the respondent]’s plans for Drecford up until and including April 2020, including but not limited to any business plans, memoranda, or minutes of meetings of its directors or shareholders relating to such plans. 2. Category 2: All communications from or to the following persons and [the respondent] (or to which [the respondent] was copied) about [Drecford] and Drecford RAK and Qualite Premiere FZE, procuring investment, the Notes and the Bonds: 3. Category 3: The trading records of Drecford ADGM and Drecford RAK between 2020 and 2024 which evidence the purpose to which the Applicants’ funds were put and/or the true nature of their business activities, including but not limited to: (1) Rida Lababedi. (2) Micca Ferrero. (3) David Ayache. (4) Other employees, directors or shareholders of Purple Capital. (1) Audited and unaudited financial documents. (2) Yearly accounts. (3) Management accounts. (4) Budgets. (5) Financial forecasts. (6) Bank statements, including any bank statements showing transfer of funds between Drecford ADGM or Drecford RAK and QP FZE or any other company in which [the respondent] has a direct or indirect shareholding.” order: "(i) to dispose fairly of the anticipated proceedings; (ii) to assist the dispute to be resolved without proceedings; or (iii) to save costs." the applicants’ position was that all three factors are potentially engaged.