Philip Henry Cole v Scott William Masterton [2026] EWHC 1615 (Comm)

Neutral Citation Number:[2026] EWHC 1615 (Comm)Case No CL-2023-000892
IN THE HIGH COURT OF JUSTICE
KING'S BENCH DIVISION
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
COMMERCIAL COURT
Venue Royal Courts of Justice, Rolls Building, Fetter Lane, London, EC4A 1NLDate Date: Wednesday 1 st JulyCHRISTOPHER HANCOCK KC(sitting as a Deputy High Court Judge)
MR PHILIP HENRY COLEClaimantMR SCOTT WILLIAM MASTERTONDefendant
Matthew Hodson (instructed by Curzon Green) for ClaimantScott Masterton (in person) for DefendantHearing Hearing dates: 7 to 9 October 2025, 26 th November 2025
Approved JudgmentThis judgment was handed down remotely on 1 st July 2026 by circulation to the parties or their representatives by e-mail and by release to the National Archives..............................

Christopher Hancock KC :

[1]This is a claim for damages for breach of contract, arising out of a Share Purchase Agreement dated 9 September 2021, pursuant to which it is alleged that the Claimant (“Mr Cole”) agreed to sell his shares in a company called E-Technologies Global Limited (“ETG”) to the Defendant (“Mr Masterton”) for a consideration of £10,000,000. As I set out below, the action has had a complex procedural history.

The Case in Brief

[2]The parties were friends who went into business with one another. In 2018 they created a start-up company, namely ETG, which it was envisaged would provide governments with the ability to control taxation of e-gambling and e-commerce transactions.[3]Mr Cole asserted in his oral evidence before me that by January 2021 Mr Masterton approached him and suggested that he sell his shareholding in ETG, indicating that he could achieve a price of £10m. Mr Cole agreed.[4]Throughout 2021 external investors were sought but no deal was completed. Around mid-August 2021 Mr Cole alleges that Mr Masterton made an oral offer to buy Mr Cole’s shares directly, for £10m. This was followed up by a written Share Purchase Agreement (“the SPA”) which the parties each signed on or around 9th September 2021.[5]Mr Masterton argued that the SPA is a sham, designed to trick third parties, including Mr Cole’s family and his bank, into believing that he had money coming in, and therefore to keep them from chasing Mr Cole for repayment of alleged debts and closing his account. Mr Cole denied these allegations.[6]I deal with the facts in more detail later. First, I need to set out the procedural background. The procedural background.[7]I turn to the procedural background, which was as follows:a. The claim form was issued on 22 December 2023.b. The Defence was served on 21 February 2024.c. A Reply was then served on 13 March 2024.d. Case Management Information Sheets were exchanged on 25 April 2024.e. Disclosure then took place.f. Directions were given, initially by Picken J on 3 May 2024, which were later varied as to dates by Andrew Baker J on 4 September 2024, Jacobs J on 4 December 2024, and Calver J on 17 January 2025.g. On 26 March 2025, after witness statements had been exchanged on 23 January 2025 and reply statements were due, the Defendant served a Notice of Change on 26 March 2025, in which he indicated that he would be representing himself from then on. The Claimant served his reply statements on 28 March 2025. The Defendant did not serve any reply statements.h. On 17 April 2025, Mr Masterton indicated that he was now instructing new lawyers, Mezzle Law, but would not be able to meet them until the third week of May 2025.i. Expert evidence was due to be exchanged, pursuant to the order of Calver J, on 9 May 2025. The Claimant wished for an extension and asked for consent to this by letter dated 11 April 2025, pointing out that this would need to be granted before the third week of May 2025.j. On 29 April 2025, the Claimant applied for an extension of time for exchanging expert reports.k. On 8 May 2025, Bryan J made an order granting that application with expert reports now due to be exchanged on 30 May 2025.l. The Claimant’ solicitors continue to try and confirm with the Defendant whether he intended to obtain an expert report, but the Defendant refused to engage until he had instructed his new lawyers.m. Consequently, on 2 June 2025, the Claimant applied for an order that the Defendant be debarred from relying on expert evidence if he did not confirm the position on expert evidence and exchange such a report with the Claimant.n. On 5 June 2025, an unless order was made by Foxton J (as he then was) in relation to the service of expert evidence. The Defendant did not comply with that order and, as a result, was debarred from relying on expert evidence.”o. On 15 July 2025, the Defendant was due to file a progress monitoring sheet (or “PMIS”), which he failed to do.p. On 18 July 2025, the Claimant made an application for an unless order, or alternatively a debarring order, in default of the Defendant’s engaging with the proceedings.q. On 25 July, the hearing of that application took place before Mrs Justice Dias. The Defendant had applied for that hearing to be heard remotely because he was not in London, an application which was granted. Despite this, and despite the necessary arrangements being made, the Defendant did not attend that hearing.r. Mrs Justice Dias proceeded in the absence of the Defendant. In her order, she recorded that the Defendant had failed to attend, and made various orders in the light of the recitals in that order. In particular, she indicated that the Defendant should file a PMIS, that the Court would seriously consider imposing an unless order with a debarring order in default in the absence of compliance, that the Court would be unlikely to look favourably on an application for adjournment, and impressing on the Defendant the need to comply with court orders and practice directions and to seek legal advice, pro bono if necessary.s. A hearing of the trial had been fixed to commence on 6 October 2025. On 25 August 2025, the Defendant emailed the Commercial Court listing office and the Claimant seeking an adjournment until November, to enable him to deal with criminal proceedings which were pending against him. He indicated on 26 August that he needed to be in a criminal court on 6 October. The Commercial Court replied saying that the Defendant had to make an application, but the Defendant said he did not know how to do this.t. On September 1, the Claimant’s solicitors sent links to the Defendant to assist him in making an application to adjourn. On 4 September, given that the Defendant had made no application, the Claimant’s solicitors wrote to the Court informing them of the situation and asking that the matter go before a judge as soon as possible in order that, if there was to be an adjournment from 6 October, this could be ordered as soon as possible.u. On 15 September 2025, the Defendant was due to file a pre-trial checklist, but failed to do so.v. The Defendant continued not to participate. The Claimant therefore applied for an order striking the Defendant out or debarring him from participating.w. I heard that resumed application made by the Claimant following the order of Dias J, on 22 September 2025. Again, the Defendant did not attend or participate at that hearing. At that hearing: i. I adjourned the first sitting day of the trial (ie 6 October 2025) until 7 October 2025 to enable the Defendant to attend, since he was in another Court (facing criminal charges) on what was to be the first day of trial. ii. I made an order debarring the Defendant from participating in the trial, but with a liberty to apply, in the hope that this would persuade him to engage with the action.x. The Claimant’s solicitors sent a copy of that order to the Defendant on 23 September, pointing out the seriousness of the order.y. On the first sitting day of the trial, ie 7 October 2025, I received an email from the Defendant. In that email, he said: i. That he had had a panic attack on his way to London. ii. That he had no lawyer. iii. That the claim was bogus. iv. That he did not understand why he was being required to attend since he was not allowed to speak. v. That he wished for the trial to go ahead on that day.z. Since I was concerned that the Defendant had not understood my previous order, and in particular did not understand that he had liberty to apply to set aside my earlier order, I adjourned the trial until the afternoon. I also asked the Claimant’s solicitors to send an email to the Defendant, stating that I would hear him if he wished to apply to set aside the debarring order, and reminding him of the existence of free legal advice available to him. The Defendant responded rapidly indicating that he wished the trial to continue and that he would not be attending. aa. I therefore concluded that the fair thing to do, in the light of this past history and in the light of the overriding objective, was to continue with the trial.[8]The trial therefore took place before me between 7 and 9 October 2025. The application to lift the debarring order.[9]Before I turn to my consideration of the evidence and the witnesses, however, I need to return to the procedural history. That is because, having heard the Claimant’s witnesses and closing submissions, and having received those submissions in writing, I asked that they be sent to the Defendant, which they were.[10]Immediately following that, the Defendant applied (on 13 October 2025) for orders extending time within which to apply to lift the debarring order, and lifting that order. His grounds for so doing were set out in his application notice, and were as follows:a. He did not have legal representation.b. The SPA was a sham.c. He was suffering poor mental health as a result of the criminal proceedings against him.d. He had difficulty reading and writing.[11]The hearing of the application for an extension of time to lift the debarring order and to lift that order was listed for 26 November 2025. Prior to that hearing, the Claimant served the 5th witness statement of Mr Davis, the solicitor for the Claimant, in which the following points were made:a. The fact that the Defendant was a litigant in person did not justify his complete non-participation in the proceedings and at trial, particularly in view of the fact that he had been reminded of the availability of pro-bono assistance on numerous occasions.b. The allegations as to poor mental health were unsupported by any medical evidence. In this respect, I was reminded of the cases of Levy v Ellis-Carr [2012] EWHC 63 (Ch) and Bryce v Wychavon District Council [2023] EWCA Civ 1389, setting out guidance as to the need for such medical evidence which identified with particularity the medical condition, set out the features of such which prevented participation in the trial process, provided a reasoned prognosis and demonstrated both independence on the part of the medical practitioner and the fact that the basis for the allegation was informed and produced after examination.c. The allegation of dyslexia was again unsupported by medical evidence and was belied by the speed with which the application to set aside was made.d. In addition, in its skeleton argument, the Claimant relied on the terms of an email erroneously sent by the Defendant to the Court and the Claimant, in which the Defendant stated (apparently to someone named Liz) that the Court be told that he was unavailable for a listing appointment that week, that he had things to do on his court case (which I understand to be a reference to his criminal trial) and that he was trying to “push it as far as I can back”. The Claimant argued that this was a reference to pushing the hearing (and thus the proceedings) back.[12]The Defendant appeared in person on 26 November. At that hearing, he applied for an adjournment, by reason of the fact that he was the subject of a restraining order in the criminal proceedings that I have mentioned. I granted that adjournment in order to allow him to obtain legal representation, whether pro bono or paid, but on strict terms as to time. Those terms were set out in an order dated 27 November 2025. In that order I adjourned the hearing to give the Defendant the opportunity to make an application for the release of funds to instruct lawyers and set out a timetable for the filing of submissions by each party as to whether the Defendant’s applications should be allowed.[13]Following that hearing, and pursuant to the terms that I had imposed, the following further steps were taken:a. First, the Defendant indicated that he did not intend to make any application to apply to vary the Restraint Order, since it had been indicated to him that such application would not succeed. I, and the Claimant, were notified of this fact, in compliance with my order, by letter from Hogan Brown (the Defendant’s criminal lawyers) dated 2 December 2025.b. This in turn meant that various parts of my order dated 27 November 2025 fell away.c. The next stage was that the Defendant was at liberty to file further submissions, with or without legal assistance, and whether pro bono or not, by 24 December 2025.d. The Defendant filed a witness statement on 15 December 2025 which, in effect, included both evidence and submissions. As I understand it, the Defendant filed these submissions without legal assistance.e. In compliance with my order, the Claimant’s solicitor, Mr Davis, filed a sixth witness statement dated 16 December 2025.f. On 25 December 2025, although there was no provision for this in my order, the Defendant put in a further witness statement in response to that of Mr Davis.[14]In his witness statement dated 15 December 2025, the Defendant expanded on the grounds for his application as set out in his application notice.a. First, he had ceased to have lawyers following an inability to pay legal bills. It was his evidence that he had been unable to find anyone to act pro bono.b. Secondly, he relied on the fact that he was facing a major criminal investigation. He had instructed Hogan Brown to represent him on 8 May 2024, following the retirement of his previous solicitors due to a conflict of interest. Criminal proceedings were commenced against him in September 2025, following which he was required to attend Westminster Magistrates Court (on the date originally fixed for the first day of the trial before me).c. Thirdly, and relatedly, the Defendant had been served with a restraining order. It was his evidence that, as of December 2025, he had been unable to pay his mortgage for two months.d. Fourthly, and again relatedly, the Defendant had had to concentrate on the criminal proceedings, at the expense of the civil proceedings.e. Fifthly, he submitted that he had a good defence to some or all of the claim and that he had been advised that this was the case. Of course, I have not seen any such advice.f. Sixthly, he relied on the fact that he was dyslexic.g. Lastly, he contended that the amount of the claim was excessive “based upon the fact that during the period from the agreement to the Claim being issued Mr Cole could have received far more for the value of his shares than the 10 million pounds stated in the share purchase agreement”.[15]Mr Davis, in his witness statement in response, submitted as follows:a. First, as to legal representation: i. The evidence in the criminal proceedings showed that the Defendant did in fact have the assets to pay for legal representation if he had chosen to do so. ii. The Defendant had been referred to a number of sources of pro bono assistance but had indicated that he preferred to pay. iii. The Defendant had criminal solicitors who could have made the necessary applications in time. iv. The CPR and the relevant time limits apply just as much to litigants in person as to those who are represented. v. As the Defendant’s more recent conduct has shown, he is perfectly capable of acting on his own behalf.b. Secondly, as to the criminal proceedings and alleged stress: i. The criminal proceedings had been ongoing since 2024, but the Defendant had engaged with the civil proceedings quite capably until March 2025, when the defaults began to occur. ii. The Defendant has been able to correspond with the Claimant’s solicitors despite the criminal proceedings, although this may have been with the assistance of Hogan Brown. iii. The original application painted a worse position of the Defendant’s mental health than his more recent witness statement. However, it remains the case that no medical evidence has been produced by the Defendant in support of his case. iv. The relevant period was between 23 September (when the debarring order was first made) and 7 October 2025 (the first day of the trial). An application could have been made during that period, which would have been before the restraint order was first made by consent.c. Thirdly, as to the allegation of dyslexia, once again, no medical evidence has been provided in this regard. Any lawyer, including Hogan Brown, would have been able to provide the Defendant with the necessary assistance.d. Finally, the Claimant again relied on the terms of the email erroneously sent by the Defendant to the Court and the Claimant, in which the Defendant stated that he was trying to “push it as far as I can back”, which the Claimant argued was a reference to pushing the hearing (and thus the proceedings) back.[16]Overall, the Claimant submitted, there was nothing exceptional about the circumstances put forward by the Defendant.[17]In his witness statement dated 25 December 2025, the Defendant made the following points:a. The Claimant’s lawyers could not know what was in the restraint order, but in any event even before this he could not afford lawyers because he had expended all of his resources on the work done by his previous lawyers, Fladgate, who had issued a bankruptcy petition against him.b. There are no free legal services available to defend an action in the Commercial Court.c. The assistance given by Hogan Brown was confined to putting into plain English the points that the Defendant wished to make.d. It was asking a lot for a person in the position of the Defendant to make an application in time to get the debarring order lifted.e. As to the lack of medical evidence, it must be clear that a party facing large criminal proceedings will be unable to focus, and the Defendant has not been able to see a doctor and does not have the means to pay privately.f. The Defendant gave undertakings to the Crown Court in view of ill health on the part of his solicitor, but was still engaged heavily in dealing with the mechanics of the orders between 23 September and 7 October 2025.g. Finally, the Defendant accepted that his breach was a serious one, and apologised for the wording of the email sent to the Court and the Claimant, but argued that this was no more than an emphasis of the pressure that the combination of civil and criminal proceedings placed on him.

Should I lift the debarring order?

[18]I deal with the question of extension of time and the debarring order itself together. This is because I take the view that the two questions are intimately interlinked, particularly because, although the delay in making the application was very short, the trial had taken place in the intervening period.[19]The Claimant submitted that the principles applicable where the Court has imposed a sanction (whether by virtue of a rule or a Court order) are now well known, being those laid down by the Court of Appeal in Mitchell v News Group Newspapers Limited [2014] 1 WLR 795 and Denton v White [2014] 1 WLR 3926. In that latter case, the Court of Appeal gave the following guidance:
“Analysis of rule 3.9(1) 23. In understanding the correct approach to the grant of relief from sanctions, it is necessary to start with an examination of the text of rule 3.9(1) itself. The rule contains three elements (which are not to be confused with the three stages in the guidance that we give below). First, it states when the rule is engaged by providing that it applies “On an application for relief from any sanction imposed for a failure to comply with any rule, practice direction or court order”
. This makes it clear that the court's first task is to identify the “failure to comply with any rule, practice direction or court order”, which has triggered the operation of the rule in the first place. Secondly, it provides that, in such a case, “the court will consider all the circumstances of the case, so as to enable it to deal justly with the application”. Thirdly, it provides that the exercise directed by the second element of the rule shall include a consideration of factors (a) and (b)…. … Guidance 24. We consider that the guidance given at paras 40 and 41 of the Mitchell case remains substantially sound. However, in view of the way in which it has been interpreted, we propose to restate the approach that should be applied in a little more detail. A judge should address an application for relief from sanctions in three stages. The first stage is to identify and assess the seriousness and significance of the “failure to comply with any rule, practice direction or court order” which engages rule 3.9(1) . If the breach is neither serious nor significant, the court is unlikely to need to spend much time on the second and third stages. The second stage is to consider why the default occurred. The third stage is to evaluate “all the circumstances of the case, so as to enable [the court] to deal justly with the application including [factors (a) and (b)]”. We shall consider each of these stages in turn identifying how they should be applied in practice. We recognise that hard-pressed first instance judges need a clear exposition of how the provisions of rule 3.9(1) should be given effect. We hope that what follows will avoid the need in future to resort to the earlier authorities. The first stage 25. The first stage is to identify and assess the seriousness or significance of the “failure to comply with any rule, practice direction or court order”, which engages rule 3.9(1) . That is what led the court in the Mitchell case to suggest that, in evaluating the nature of the non-compliance with the relevant rule, practice direction or court order, judges should start by asking whether the breach can properly be regarded as trivial. 26. Triviality is not part of the test described in the rule. It is a useful concept in the context of the first stage because it requires the judge to focus on the question whether a breach is serious or significant. In the Mitchell case itself, the court also used the words “minor” (para 59) and “insignificant” (para 40). It seems that the word “trivial” has given rise to some difficulty. For example, it has given rise to arguments as to whether a substantial delay in complying with the terms of a rule or order which has no effect on the efficient running of the litigation is or is not to be regarded as trivial. Such semantic disputes do not promote the conduct of litigation efficiently and at proportionate cost. In these circumstances, we think it would be preferable if in future the focus of the inquiry at the first stage should not be on whether the breach has been trivial. Rather, it should be on whether the breach has been serious or significant. It was submitted on behalf of the Law Society and Bar Council that the test of triviality should be replaced by the test of immateriality and that an immaterial breach should be defined as one which “neither imperils future hearing dates nor otherwise disrupts the conduct of the litigation”. Provided that this is understood as including the effect on litigation generally (and not only on the litigation in which the application is made), there are many circumstances in which materiality in this sense will be the most useful measure of whether a breach has been serious or significant. But it leaves out of account those breaches which are incapable of affecting the efficient progress of the litigation, although they are serious. The most obvious example of such a breach is a failure to pay court fees. We therefore prefer simply to say that, in evaluating a breach, judges should assess its seriousness and significance. We recognise that the concepts of seriousness and significance are not hard-edged and that there are degrees of seriousness and significance, but we hope that, assisted by the guidance given in this decision and its application in individual cases over time, courts will deal with these applications in a consistent manner. 27. The assessment of the seriousness or significance of the breach should not, initially at least, involve a consideration of other unrelated failures that may have occurred in the past. At the first stage, the court should concentrate on an assessment of the seriousness and significance of the very breach in respect of which relief from sanctions is sought. We accept that the court may wish to take into account, as one of the relevant circumstances of the case, the defaulter's previous conduct in the litigation (for example, if the breach is the latest in a series of failures to comply with orders concerning, say, the service of witness statements). We consider that this is better done at the third stage (see para 36 below) rather than as part of the assessment of seriousness or significance of the breach. 28. If a judge concludes that a breach is not serious or significant, then relief from sanctions will usually be granted and it will usually be unnecessary to spend much time on the second or third stages. If, however, the court decides that the breach is serious or significant, then the second and third stages assume greater importance. The second stage 29. The second stage cannot be derived from the express wording of rule 3.9(1) , but it is none the less important particularly where the breach is serious or significant. The court should consider why the failure or default occurred: this is what the court said in the Mitchell case [2014] 1 WLR 795 , para 41. 30. It would be inappropriate to produce an encyclopaedia of good and bad reasons for a failure to comply with rules, practice directions or court orders. Para 41 of the Mitchell case gives some examples, but they are no more than examples. The third stage 31. The important misunderstanding that has occurred is that, if (i) there is a non-trivial (now serious or significant) breach and (ii) there is no good reason for the breach, the application for relief from sanctions will automatically fail. That is not so and is not what the court said in the Mitchell case: see para 37. Rule 3.9(1) requires that, in every case, the court will consider “all the circumstances of the case, so as to enable it to deal justly with the application”. We regard this as the third stage. 32. We can see that the use of the phrase “paramount importance” in para 36 of the Mitchell case has encouraged the idea that the factors other than factors (a) and (b) are of little weight. On the other hand, at para 37 the court merely said that the other circumstances should be given “less weight” than the two considerations specifically mentioned. This may have given rise to some confusion which we now seek to remove. Although the two factors may not be of paramount importance, we re-assert that they are of particular importance and should be given particular weight at the third stage when all the circumstances of the case are considered. That is why they were singled out for mention in the rule. It is striking that factor (a) is in substance included in the definition of the overriding objective in rule 1.1(2) of enabling the court to deal with cases justly; and factor (b) is included in the definition of the overriding objective in identical language at rule 1.1(2)(f) . If it had been intended that factors (a) and (b) were to be given no particular weight, they would not have been mentioned in rule 3.9(1) . In our view, the draftsman of rule 3.9(1) clearly intended to emphasise the particular importance of these two factors. 33. Our view on this point is reinforced by the fact that Sir Rupert recommended at para 6.7 of Chapter 39 of his report that the former rule 3.9 should read as follows, including a factor (b) referring specifically to the interests of

justice in a particular case:

“(1) On an application for relief from any sanction imposed for a failure to comply with any rule, practice direction or court order the court will consider all the circumstances including— (a) the requirement that litigation should be conducted efficiently and at proportionate cost; and (b) the interests of justice in the particular case.”
This recommendation was rejected by the Civil Procedure Rule Committee in favour of the current version. In our opinion, it is legitimate to have regard to this significant fact in determining the proper construction of the rule. It follows that, unlike Jackson LJ, we cannot accept the submission of the Bar Council that factors (a) and (b) in the new rule should “have a seat at the table, not … the top seats at the table”, if by that is meant that the specified factors are not to be given particular weight. 34. Factor (a) makes it clear that the court must consider the effect of the breach in every case. If the breach has prevented the court or the parties from conducting the litigation (or other litigation) efficiently and at proportionate cost, that will be a factor weighing in favour of refusing relief. Factor (b) emphasises the importance of complying with rules, practice directions and orders. This aspect received insufficient attention in the past. The court must always bear in mind the need for compliance with rules, practice directions and orders, because the old lax culture of non-compliance is no longer tolerated. 35. Thus, the court must, in considering all the circumstances of the case so as to enable it to deal with the application justly, give particular weight to these two important factors. In doing so, it will take account of the seriousness and significance of the breach (which has been assessed at the first stage) and any explanation (which has been considered at the second stage). The more serious or significant the breach the less likely it is that relief will be granted unless there is a good reason for it. Where there is a good reason for a serious or significant breach, relief is likely to be granted. Where the breach is not serious or significant, relief is also likely to be granted. 36. But it is always necessary to have regard to all the circumstances of the case. The factors that are relevant will vary from case to case. As has been pointed out in some of the authorities that have followed the Mitchell case [2014] 1 WLR 795 , the promptness of the application will be a relevant circumstance to be weighed in the balance along with all the circumstances. Likewise, other past or current breaches of the rules, practice directions and court orders by the parties may also be taken into account as a relevant circumstance. 37. We are concerned that some judges are adopting an unreasonable approach to rule 3.9(1) . As we shall explain, the decisions reached by the courts below in each of the three cases under appeal to this court illustrate this well. Two of them evidence an unduly draconian approach and the third evidences an unduly relaxed approach to compliance which the Jackson reforms were intended to discourage. As regards the former, we repeat the passage from para 26 of the 18th Implementation Lecture on the Jackson reforms to which the court referred at para 38 of its judgment in the Mitchell case:
“It has changed not by transforming rules and rule compliance into trip wires. Nor has it changed it by turning the rules and rule compliance into the mistress rather than the handmaid of justice. If that were the case then we would have, quite impermissibly, rendered compliance an end in itself and one superior to doing justice in any case.” 38. It seems that some judges are approaching applications for relief on the basis that, unless a default can be characterised as trivial or there is a good reason for it, they are bound to refuse relief. This is leading to decisions which are manifestly unjust and disproportionate. It is not the correct approach and is not mandated by what the court said in the Mitchell case: see in particular para 37. A more nuanced approach is required as we have explained. But the two factors stated in the rule must always be given particular weight. Anything less will inevitably lead to the court slipping back to the old culture of non-compliance which the Jackson reforms were designed to eliminate.”
Guidance The first stage The second stage

The third stage

[20]I accept these as the guiding principles that I should apply.[21]I turn therefore to the application of these principles, in the light of the evidence and submissions I have set out above.

The first question: was the breach serious?

[22]In my judgment, the breach which led to the imposition of the debarring order was clearly serious, and indeed the Defendant did not really seek to contend otherwise. I conclude that this was so for a number of reasons:a. That order was imposed after a number of warnings, and a continual failure on the part of the Defendant to engage with the litigation. Thus: i. He failed to engage with the application in relation to expert evidence, leading to a waste of time and money. ii. He failed to comply with the rules and previous orders in relation to the progress monitoring of the case, thereby making the litigation that much more inefficient. iii. He failed to engage with the application before Dame Julia Dias, despite the Court giving him the opportunity to do so. This in turn led to a waste of Court time, and gave the Defendant a fair warning of the potential consequences of continuing with his failure to engage. iv. He failed to participate in the progress monitoring process, meaning that the Court could not meaningfully assess whether the case was indeed ready for trial. v. Having indicated an intention to apply to adjourn, he made no such application, making it necessary for the point to be raised by the Claimant on his behalf and without full knowledge. vi. He failed to appear at the original hearing of the application for a debarring order before me, despite notice. vii. He failed to attend on the first day of the trial, in order to make a timely application to lift my debarring order, despite my having given him extra time and notice in order to enable him to engage in this respect. viii. He asked the Court to continue with the trial in his absence, which the Court did. ix. For all of these reasons, I regard the Defendant’s breach as continuous and serious.b. Further, as the Claimant pointed out, the Courts have made clear on a number of occasions that an important factor in considering the question of relief from sanctions is whether or not the trial date would be imperilled by giving such relief. Here, of course, the trial has taken place, and the conduct of the Defendant (by virtue of the delay in making application for relief) has led to a situation in which the trial would have to be reopened in order for any meaningful relief to be given. I would regard this situation as wholly unsatisfactory. The second question: the reason for the breach.[23]I have set out above the reasons put forward by the Defendant for, firstly, not taking the steps which led to the imposition of the debarring order and, secondly, for not making the current application earlier. I have also set out the Claimant’s responses to those reasons.[24]I take the two groups of reasons in turn.a. In relation to his failure to participate in the period between March 2025 and the trial, the Defendant relied, really, on three grounds. i. The first was his lack of legal representation. I do not accept this as a good reason for his complete failure to engage, despite warnings. Litigants in person commonly cope with civil litigation. Nor do I accept that pro bono representation was not available to the Defendant. No evidence of any attempt to engage such was put before me, and the only time that the Defendant appeared in person he simply stated that he preferred to pay for his lawyers. ii. The second was his alleged dyslexia. I agree with the Claimant that it is incumbent on a party seeking to rely on medical reasons for not engaging to adduce evidence of such: see the authorities which the Claimant referred me to. Here there was no such evidence. iii. The third was the imminence of criminal proceedings, and the fact that, as he alleged, he was unable to cope with both civil and criminal proceedings. I have no evidence as to the extent to which his participation was necessary in the criminal proceedings, and I also have no independent evidence in relation to the impact on his health of these matters. Further, as I have already indicated, I consider that pro bono assistance is likely to have been available in this regard.b. In relation to his failure to participate at the trial itself, the Defendant relied on, essentially, the same arguments.[25]Overall, I have concluded that it would not be in accordance with the overriding objective in CPR Part 1 to grant the extension sought and lift the debarring order – indeed it would be manifestly unjust to the Claimant to do so. The Defendant has had numerous opportunities to engage with this litigation and had a full opportunity to participate at trial, but chose not to take advantage of these opportunities. Accordingly, I refuse the Defendant’s applications. It follows that the Defendant was and remains debarred from putting forward a positive case. The merits of the claim.[26]Despite the fact that I have refused to lift my debarring order, then, in my judgment, it remains the case that it was for the Claimant to prove his case. However, in the light of the fact that the Defendant was not at the hearing, and not represented, I take the view that I should apply similar principles to those applicable where a party, whether or not debarred, does not appear. Those principles were aptly summarised by HHJ Waksman, as he then was, in CMOC Sales & Marketing Limited v Persons Unknown and 38 Others [2018] EWHC 2230 (Comm), as follows:
“14 Where the trial is not attended by one of the parties, there is still an obligation of fair presentation which is less extensive than the duty of full and frank disclosure on a without notice application. Mr Justice Cresswell in Braspetro Oil Services v FPSO Construction Inc [2007] EWHC 1359 (Comm) said as follows, that he required the claimant to draw to the attention of the court: " points, factual or legal, that might be to the benefit of [the defendant]. " He noted that claims which were considered not to be sustainable were not in fact pursued. He said that the claimant brought to the attention of the court points which the defendant had taken before it decided to play no further part. He said that the claimant brought to his attention points which had never been taken by the defendant but which might have been had it decided to defend the proceedings, and it had taken all steps to bring to the attention of the defendant what has been happening here. The court had, in that case, through the eight-day hearing, carefully examined and tested the claimant's case. I adopt those observations and I consider that the injunctions of Mr Justice Cresswell have been fully followed here. I also did not regard this trial as merely an exercise of rubber-stamping but tested and considered all aspects of the case. 15 Another feature of this case which follows on is that, in my judgment, this litigation brought by CMOC has been marked by (a) scrupulous attention to detail and to the requirements of the very many applicable procedural rules, and (b) rigorous observance of the obligations of material disclosure on the many without notice applications on the part of solicitors and counsel involved for the claimant, and the obligations of fair presentation otherwise, to which I have referred. There have been no short cuts taken and no glossing over of any problematic points. This is also the case for the trial itself.”
[27]I note these injunctions, and I have followed them. I consider that the Claimant has clearly complied with his obligations here. Accordingly, the claim has been fully and fairly presented; I have been taken carefully through all of the evidence; all of the points which might have been taken by the Defendant have been brought to my attention and I consider them all in the part of judgment in which I consider the merits. The witnesses.[28]At the trial, I heard from the following witnesses:a. Mr Cole.b. Miss Sarah Jayne Pain, Mr Cole’s sister.c. Mr Bevan, the chief financial officer of ETG at the relevant times.d. Mr Davis, who is the solicitor for Mr Cole, who was called to prove the veracity of a file note of a conversation that he had with Ms Audra, Mr Cole’s ex-partner, who was alleged to have witnessed Mr Cole’s signature on the SPA, and whose evidence was served under cover of a CEA notice.[29]I did not hear from any of the Defendant’s witnesses.[30]I had no real opportunity to form an informed view of the witnesses’ credibility, since there was no cross-examination. However, I had no reason to conclude that any of the witnesses were not truthful. In all the circumstances, my conclusion is that the surest guide to the truth is the contemporaneous documents. I am reinforced in that conclusion by the comments of Leggatt J, as he then was, in the case of Gestmin SGPS SpA v Credit Suisse (UK) Limited, Credit Suisse Securities (Europe) Limited [2013] EWHC 3560 (Comm), where he said:
“Evidence based on recollection 15. An obvious difficulty which affects allegations and oral evidence based on recollection of events which occurred several years ago is the unreliability of human memory. 16. While everyone knows that memory is fallible, I do not believe that the legal system has sufficiently absorbed the lessons of a century of psychological research into the nature of memory and the unreliability of eyewitness testimony. One of the most important lessons of such research is that in everyday life we are not aware of the extent to which our own and other people's memories are unreliable and believe our memories to be more faithful than they are. Two common (and related) errors are to suppose: (1) that the stronger and more vivid is our feeling or experience of recollection, the more likely the recollection is to be accurate; and (2) that the more confident another person is in their recollection, the more likely their recollection is to be accurate. 17. Underlying both these errors is a faulty model of memory as a mental record which is fixed at the time of experience of an event and then fades (more or less slowly) over time. In fact, psychological research has demonstrated that memories are fluid and malleable, being constantly rewritten whenever they are retrieved. This is true even of so-called ‘flashbulb’ memories, that is memories of experiencing or learning of a particularly shocking or traumatic event. (The very description ‘flashbulb’ memory is in fact misleading, reflecting as it does the misconception that memory operates like a camera or other device that makes a fixed record of an experience.) External information can intrude into a witness's memory, as can his or her own thoughts and beliefs, and both can cause dramatic changes in recollection. Events can come to be recalled as memories which did not happen at all or which happened to someone else (referred to in the literature as a failure of source memory). 18. Memory is especially unreliable when it comes to recalling past beliefs. Our memories of past beliefs are revised to make them more consistent with our present beliefs. Studies have also shown that memory is particularly vulnerable to interference and alteration when a person is presented with new information or suggestions about an event in circumstances where his or her memory of it is already weak due to the passage of time. 19. The process of civil litigation itself subjects the memories of witnesses to powerful biases. The nature of litigation is such that witnesses often have a stake in a particular version of events. This is obvious where the witness is a party or has a tie of loyalty (such as an employment relationship) to a party to the proceedings. Other, more subtle influences include allegiances created by the process of preparing a witness statement and of coming to court to give evidence for one side in the dispute. A desire to assist, or at least not to prejudice, the party who has called the witness or that party's lawyers, as well as a natural desire to give a good impression in a public forum, can be significant motivating forces. 20. Considerable interference with memory is also introduced in civil litigation by the procedure of preparing for trial. A witness is asked to make a statement, often (as in the present case) when a long time has already elapsed since the relevant events. The statement is usually drafted for the witness by a lawyer who is inevitably conscious of the significance for the issues in the case of what the witness does nor does not say. The statement is made after the witness's memory has been “refreshed” by reading documents. The documents considered often include statements of case and other argumentative material as well as documents which the witness did not see at the time or which came into existence after the events which he or she is being asked to recall. The statement may go through several iterations before it is finalised. Then, usually months later, the witness will be asked to re-read his or her statement and review documents again before giving evidence in court. The effect of this process is to establish in the mind of the witness the matters recorded in his or her own statement and other written material, whether they be true or false, and to cause the witness's memory of events to be based increasingly on this material and later interpretations of it rather than on the original experience of the events. 21. It is not uncommon (and the present case was no exception) for witnesses to be asked in cross-examination if they understand the difference between recollection and reconstruction or whether their evidence is a genuine recollection or a reconstruction of events. Such questions are misguided in at least two ways. First, they erroneously presuppose that there is a clear distinction between recollection and reconstruction, when all remembering of distant events involves reconstructive processes. Second, such questions disregard the fact that such processes are largely unconscious and that the strength, vividness and apparent authenticity of memories is not a reliable measure of their truth. 22. In the light of these considerations, the best approach for a judge to adopt in the trial of a commercial case is, in my view, to place little if any reliance at all on witnesses' recollections of what was said in meetings and conversations, and to base factual findings on inferences drawn from the documentary evidence and known or probable facts. This does not mean that oral testimony serves no useful purpose – though its utility is often disproportionate to its length. But its value lies largely, as I see it, in the opportunity which cross-examination affords to subject the documentary record to critical scrutiny and to gauge the personality, motivations and working practices of a witness, rather than in testimony of what the witness recalls of particular conversations and events. Above all, it is important to avoid the fallacy of supposing that, because a witness has confidence in his or her recollection and is honest, evidence based on that recollection provides any reliable guide to the truth.”
[31]Whilst these comments may have been made in the context of a case in which there was no allegation of lying, I consider that they are equally applicable in a case such as this one. The simple fact of the matter is that as time goes by, a party’s testimony is likely to alter in order to suit that party’s case, deliberately or otherwise. Documents, on the other hand, do not in general lie. The Defendant’s pleaded case and the issues.[32]In his Defence, the Defendant contended that:a. In the light of certain alleged financial difficulties on the part of the Claimant, and concerns that other shareholders in the company resented the Claimant and wished to dilute his interest, the Claimant and Defendant reached an oral agreement in about July or August 2021 pursuant to which the Defendant would act as nominee for the Claimant. Pursuant to that oral agreement, the Claimant would transfer his shares to the Defendant, and the Defendant would then sell those shares if he could. i. No payment would be made by the Defendant and no stock transfer form completed. ii. The Claimant would be entitled to demand that he be reregistered as holder of the shares. iii. If a sale was achieved to an outside investor, then Mr Cole would be entitled to £5m to £10m, depending on the price achieved. iv. If Cloud Farm paid the £20m due under the Cloud Farm Agreement, then Mr Cole would be paid £10m and A and R A party in whom Mr Bevan had an interest, to whom I shall refer in more detail below. would be paid the £10m due under the commission agreement (as defined below).b. On 24 August 2021, the Claimant resigned as a director of the company. On 25 August 2021, the Claimant’s shares were transferred to the Defendant in the company’s share register.c. Also on 25 August 2021, the Defendant entered into an agreement with Cloud Farm, pursuant to which the Defendant would sell 10% of the shares in the company for £20m. The Defendant also entered into a commission agreement with A and R whereby the Defendant would pay £2m to A and R, and give them 12% of the Defendant’s shareholding.d. In late August or early September, the parties entered into the SPA. This was however not intended to give rise to legal relations but was a sham, intended to enable the Claimant to show to his parents and other creditors, and (although the Defendant did not know this at the time) to his bank.e. The communications between the Claimant and the Defendant later in the period were not evidence of the Claimant chasing the Defendant for payment, but were instead evidence of the Claimant seeking updates as to payments by third parties.f. The Defendant denied breach of contract (in the light of the allegation of sham) and also denied that the Claimant had suffered loss and damage. If the Claimant was entitled to damages, such loss would be limited to the difference between contract and market value.[33]Further whilst both parties were represented, a list of issues was agreed, as follows: Background to the Oral Agreementa. In about July 2021, did other directors of and shareholders in the Company express resentment that the Claimant held such a significant shareholding in the Company but was not contributing to its success?b. Did the Claimant and/or the Defendant become concerned that other directors of and shareholders in the Company wished to dilute the Claimant’s interest in the Company and/or minimise his financial benefit therefrom?c. In about July or August 2021, did the Claimant ask the Defendant to act as nominee for the Claimant in respect of the Shareholding in order to protect his economic interests? The Oral Agreementd. Did the Claimant and the Defendant enter into an oral agreement in or about August 2021? If so, did the terms of such agreement reflect the following: i. The Defendant would be registered as the holder of the shares comprising the Shareholding and there would be no payment due to the Claimant following such registration; ii. The Claimant would be entitled to demand that he be registered as the holder of the Shareholding again at any time; iii. If the Company was sold, the Defendant would pay to the Claimant a sum between £5 million and £10 million at the date of completion of a sale (depending on the price achieved); and iv. If Cloud Farm paid £20 million in respect of the acquisition of the Shareholding into the accountants’ client account, the Defendant would discharge any obligations due to A&R as a consequence of such sale and arrange for the sum of £10 million to be paid to the Claimant?e. Did the Defendant enter into a written share sale and purchase agreement with Cloud Farm on or about 25 August 2021 for the purchase of the Shareholding for a price of £20 million?f. Did the Defendant enter into a written commission agreement with A&R (dated 1 March 2021) on or about 25 August 2021?g. What was the purpose and intended effect of the above agreements?h. Was the Defendant entered in the register of members of the Company as the holder of the shares comprising the Shareholding on about 25 August 2021 pursuant to the terms of the Oral Agreement? 42. The Share Purchase Agreementi. In or around late August or early September 2021, did the Claimant: i. inform the Defendant that he was in financial difficulty; and ii. ask the Defendant to sign a document purporting to be a share purchase agreement in respect of the Shareholding, in order that the Claimant could show it to his family/other creditors to provide them with reassurance that he would soon be in funds to discharge his financial obligations?j. Did the Claimant intend to show the SPA/Disputed Document to his bank, in order to persuade it to extend him further time to make a deposit into an account that it had opened for him?k. As to the validity and/or enforceability of the SPA/Disputed Document: i. is the SPA/Disputed Document a bona fide commercial agreement intended to create legal relations or was it a sham?; and ii. If it was a sham, following the signature by the parties of the SPA/Disputed Document, did the parties know and intend that the Oral Agreement would continue to govern the relations and obligations between them?l. If the SPA/Disputed Document is valid and enforceable, did the Defendant act in breach of contract by failing to perform in accordance with its terms?m. When did the Claimant sign the SPA/Disputed Document? Is the signature of the alleged witness to the Claimant’s signature valid?n. When did the Claimant make the first: i. oral demand; and ii. written demand, to the Defendant for payment under the SPA/Disputed Document?o. Did the Claimant have knowledge of, or consent to the transfer of the Shareholding from the Claimant to the Defendant on about 25 August 2021 and the entry of that transfer in the Company’s register of members? Remedyp. Has the Claimant suffered loss and damage as a result of the Defendant’s alleged breach of the SPA/Disputed Document? If so, what is the quantum of that loss and damage?q. What was the value of the Shareholding at the date set for completion, i.e. 30 January 2022? Detailed factual consideration.[34]As I have indicated above, in my judgment the best source of information in relation to what did or did not happen is the contemporaneous documentation. Although this is less so in the current case, because it does appear that there are decided peculiarities in the documents in the case, I have sought to ensure that disputes which would require detailed oral evidence are minimised, particularly because I have not heard from Mr Masterton or any of his witnesses.[35]Before I turn to a detailed consideration of the documents, however, it is helpful to make reference to some of the major players in the drama, who were as follows:a. Mr Cole was the sole director and sole shareholder in ETG when it was first incorporated in 2018. Mr Cole then acquired a further 27 shares in August 2019, and a further 172 shares in October 2020. At this stage his shareholding was 200 shares out of what was by then (after share allotments) a total of 1000, or 20%.b. Mr Masterton became a shareholder in 2019. Thereafter, his shareholding increased until, in October 2020, it had become 300, again out of a total of 1000, or 30%.c. Other shareholders were as follows: i. Mr Morley, who held 200 shares of 1000 as at October 2020 (ie 20%). ii. Mr Walbyoff, who held 50 shares of 1000 at at October 2020 (ie 5%). iii. Mr Wise, who held 200 shares of 1000 as at October 2020 (ie 20%). iv. A&R, Mr Grantham, Mr Kicks, Mr Morley, Mr O. Walbyoff, all of whom were shareholders at the outset.d. Mr Bevan was the chief financial officer of the company and was also the main shareholder in A & R. A & R were a Jersey company who entered into a commission agreement with both the Claimant and Defendant, pursuant to which it would be remunerated if a share deal went through with a company which it had introduced. Mr Bevan also held shares in A & R.e. Mr Nixon was the company’s accountant, and worked for Weaver Wroot.f. Ms Ferguson (also known as Libby) was the company’s chief legal officer.g. Various other individuals became shareholders from time to time, including, but not limited to, Mr Pentel, Mr Pellicano, Mr Deeks, Ms Walsh and Mr S Walbyoff.[36]In January 2021, on Mr Cole’s evidence, the Defendant called him to ask whether he would be willing to sell his shareholding for £10,000,000. Although specific percentage figures were mentioned in his written evidence, in oral evidence he told me that the discussion was simply as to “his shareholding”. I prefer his oral evidence in this regard. There is no contemporaneous documentation one way or the other. He indicated that he would be willing to do so, having taken time to consider the proposal.[37]In fact, it would appear from the share register that on 17 and 25 January 2021, Mr Masterton had arranged for some of Mr Cole’s shares to be transferred to Mr Kicks, Mr Pentel and Mr Masterton. This reduced Mr Cole’s shareholding to 10% of the company, ie 100 shares. Mr Cole’s evidence was that he did not consent to, or know of, these transfers, and I had no evidence before me to the contrary. These transfers were made without stock transfer forms being filled in, and Mr Bevan’s evidence was that this was common practice within the company. However, Mr Cole’s evidence was that he was content to sell his entire shareholding for £10,000,000 and the amount of that shareholding was not discussed. On 25 January 2021, Mr Cole confirmed, according to him, that he was content to sell his shareholding for £10,000,000. The potential Norwegian share sale.[38]In about February 2021, the first of a number of possible share deals began to be discussed. This involved certain Norwegian investors, namely IdeKapital and Clarkson Platou, who expressed interest in purchasing Mr Cole’s shareholding for £20,000,000. Mr Cole told me that he was told that he would receive £10,000,000 of this amount, and that he was content with this. In relation to this proposed deal, ETG and Platou entered into a mutual confidentiality and non-circumvention agreement dated 20 February 2021.[39]Various discussions took place over the next 3 months in relation to this potential deal. Thus, on 7 March 2021, the Defendant emailed various individuals indicating that he thought that he had sold the Claimant’s 10% share for £20m, although no paperwork had yet been signed. On the next day, Mr Nixon provided the Claimant with tax advice as to UK CGT in relation to gains made, presumably on the Claimant’s shareholding.[40]Whilst optimism such as this was expressed from time to time, and indeed the Norwegian investors indicated on occasions that they were looking to finalise the deal, on 18 May 2021, Mr Bevan emailed Mr Henrik Platou to say that if a downpayment of 10% of the consideration was not paid by the following day, the offer in relation to ETG would be withdrawn.[41]During this period, on March 25, 2021, the Claimant emailed Mr Nixon in response to a draft of the SPA, indicating that the SPA should reflect a sale by the Claimant of his 10% shareholding for £20m, not £10m. Mr Bevan responded to say that there would be a commission agreement with A&R to “relieve” the Claimant of £10m, leaving him with a net sum of £10m, and on 26 March 2021, Mr Bevan forwarded the proposed commission agreement with A&R, which was dated 26 February 2021. It would appear that the Claimant signed and returned this immediately. At about the same time, a similar agreement was provided to the Defendant, relating to a proposed sale of 12% of his shareholding in return for £8m. The structure of the deal was designed to alleviate the Defendant’s CGT position. The Defendant signed and returned the document on 28 March 2021. The Defendant also indicated that he would be selling a further 10% of his shareholding in May 2021 for £12m.[42]Also during this period, on 31 March 2021, the Defendant emailed various of the other shareholders with details of the Norwegian buyers, indicating that the value of ETG would be £200m after the purchase, reflecting a sale price of £20m for 10%.[43]On 6 April 2021, Mr Kicks emailed a Mr Pellicano and stated that Mr Cole had now exited the project. This, I would assume, is in line with the expectation that the Platou deal would complete. This belief is supported by the existence of an email from the Claimant dated 11 April 2021, indicating that he had been informed that the delay in closing the deal was due to the need for further “minor box ticking”. This is also consistent with the plan to enable the Claimant to exit the company completely. The Cloud Farm deal and events until mid-August 2021.[44]On 24 May 2021, Mr Bevan emailed Mr Masterton to say that the Norwegian investors were still interested, but that he was also in negotiations with “Gabrielle”, which I understand to be a reference to Gabrielle Allen, who might be in a position to make funds available immediately. Mr Masterton responded indicating that she should be asked to make payment of £2m immediately. He went on to say “when the rest lands lets say in 10 days you me and Philip get paid”. Mr Bevan confirmed that this is what he had suggested. Then, on 31 May 2021, in the context of an exchange in relation to payroll, Mr Masterton again confirmed that “she” – which I understand to be a reference to Gabrielle – needed to make a payment of £200,000, and then set a completion date, for payments which would enable payment to the Claimant, Mr Masterton and Mr Bevan’s company, payments which I understood to be in accordance with the previously agreed arrangements (as already set out above).[45]On 26 May 2021, Mr Masterton received a letter from the “Rasia Group” indicating a “strong interest” in purchasing a 10% shareholding in ETG from Mr Masterton for £30m to £40m.[46]On 4 June 2021, the Defendant emailed Mr Bevan, with a summary of what he understood the current position to be. This was as follows:a. Mr Bevan was trying to arrange two investments of £20m. Mr Bevan agreed.b. These were to be done by the end of June, although the deal with “Gabs” might go into July. Mr Bevan agreed.c. The first deal that completed would complete the Claimant’s share sale. Of this £20m, £10m would go to the Claimant, with £8m to the Defendant for his transfer of 12% to A & R. A further £2m would then go to A & R as commission. Again, Mr Bevan agreed.d. The second deal was for a further 10% for £20m. This was to involve £12m to the Defendant for 10% of his shareholding, with £8m to Mr Bevan’s company as commission. Again, Mr Bevan agreed.e. Finally, there was reference to further proposed deals in the future. Again, Mr Bevan agreed on this.[47]At about this time, the Defendant was also in contact with other potential investors in ETG in relation to a sale of a further 10% shareholding.[48]On 18 July 2021, the Defendant emailed Mr Bevan, to approve the transfer of a 5% shareholding to Ms Libby Ferguson, achieved by a reduction of various shareholdings in the company. Once this was done, then following share sales which were expected to take place the following week, the Claimant would no longer hold his 10% shareholding, and 10% more of the shares would be held by a new investor.[49]It was at this stage that discussion of a share split emerged. The split would take place after the transfer of shares to Ms Ferguson, and after the proposed transfers to new investors, by which time the Claimant’s shares would have been sold. Mr Nixon, however, pointed out that the share splitting could not be effected until the identities of the new investors were known, so that this would have to be deferred.[50]On 28 July 2021, the Defendant emailed Mr Nixon, in relation to payments which he anticipated were shortly to be received. He said that from the first payment of £10m, £5m was to be paid to the Claimant, with £5m to be paid to the Defendant. This was the first of various such emails, in which the Defendant gave instructions as to where monies received were to be paid.[51]On 30 July 2021, the Defendant forwarded an email from Mr Bevan, which attached an executed SPA between the Claimant and Cloud Farm Technologies Ltd (“Cloud Farm”), represented by Gabrielle Allen. Mr Bevan said that Gabrielle would be an asset to the global thinking of the business. The agreement, which was dated 1 July 2021, was for the purchase of 10% of the issued share capital of the company, in return for £20m. On the same day, the Defendant forwarded a copy of the Commission Agreement between Mr Cole and A & R, “as signed way back”, which was dated 26 February 2021. Also, in a Whats App message from the Defendant to the Claimant, dated 30 July 2021, the Defendant passed on details of Ms Allen, who was said to have been a marketing and production executive for more than two decades, having been involved in a number of successful film projects.[52]Also on 2 August 2021, by Whats App, the Defendant told the Claimant that he had spoken to Richard, who had said that M (a reference to Michelle Walsh, as I understand it) needed to go into her bank the next day to sign a transfer in person.[53]On 3 August 2021, Mr Bevan emailed Ms Allen, enclosing a copy of an email from a Mr Chang, to indicate that ETG’s financial prospects were good. Mr Chang’s email expressed positivity in this regard.[54]On 4 August 2021, again by Whats App, the Claimant, in response to the Defendant’s message that Mr Bevan was speaking to M at 11am, said he did not think that it was “smelling right”. The Defendant’s reaction was to say that he was happy to tell “them to fuck off mate if you want”. He said that he had told the Claimant he could have £30m to £40m in November – December, but that the Claimant wanted £10m.[55]On 5 August 2021, the Defendant emailed Mr Nixon to say that he would be receiving the details of where the Claimant’s and Defendant’s shareholdings were to be transferred to, although the Defendant indicated that he thought that Mr Nixon already had the details in relation to the Claimant. The same day, Mr Bevan confirmed that “it looks like we are getting there” and that the funds for the first deal (involving the Claimant) should be arriving within a week, although possibly in tranches. That afternoon, the Defendant also indicated that it would be necessary to remove the Claimant as a director.[56]The Claimant chased Mr Nixon for news of the funds arriving from 30 July until 9 August, but was told that funds were not showing in the relevant accounts. On 6 August 2021, the Defendant told the Claimant in a Whats App message that some funds had been sent but he did not know how much, and this message was repeated on 7 and 9 August 2021. In addition, on 9 August 2021, the Claimant asked whether the £250k had arrived in the ETG account. I understand this to be a reference to the investment by Ms Walsh, to which she and Mr Daltrey had contributed £125k each. The Defendant responded to say he did not know, but would hear more from Mr Bevan that afternoon.[57]On 9 August 2021, the Defendant confirmed to Mr Nixon and Liz that the “first” deal was the one for purchase of the Claimant’s shares, by Gabs (ie Cloud Farm), for £20m, with £10m of this to go to A & R. On the same day, I believe, the Claimant passed on details of his Monaco bank account to Mr Nixon. The next day, the Claimant told the Defendant that he had got all of the bank details from Monaco and had passed them on to Mr Nixon. The Defendant told the Claimant that £250,000 had been put into the ETG account (by, I believe, Ms Walsh and Mr Daltrey) and that M (ie Michelle Walsh) had put in £750k without paperwork, so that the money was coming.[58]On 12 August 2021, the Claimant (by Whats App) asked whether everything was still in order for tomorrow’s completion, to which the Defendant responded there was nothing to say otherwise. He asked whether the Claimant had sent his bank account details to Mr Nixon, which the Claimant confirmed. On 13 August 2021, the Defendant, via Whats App, told the Claimant he would shortly be getting the break down of funds. On the same day, the Claimant emailed Mr Nixon to say that he had spoken to the Defendant who had told him that the funds would arrive with WeaverWroot that day from various UK banks.[59]There was however a delay, and the Defendant sent a Whats App message to the Claimant on 14 August 2021 to say that “she” pinged the Defendant after he got to sleep that morning to say she had got to the hotel and lost her wallet, but was back on it today.[60]Pausing here, there are two other sets of messages that I should make reference to, because reliance was placed on them by the Defendant.[61]The first group of messages was with the Claimant’s pension fund. On 12 May 2021, the Claimant’s pension fund chased him and his sister for payment of an outstanding invoice, an email to which the Claimant responded on the same day indicating that he expected to resolve matters rapidly. On 29 June 2021, the Claimant emailed his pensions advisor to say that the sale of his shares was still progressing and that he hoped to transfer funds into the pension within the next two weeks. On 15 July 2021, the Claimant was chased again in relation to payments due into the pension schemes, a message to which the Claimant responded on 18 July 2021, indicating that he expected the funds into his account between 23 and 29 July 2021, following which there might be a slight delay before he could pay the monies into the pension funds. On 20 July 2021, the Claimant approved the terms of a draft letter to go to his ex-partner, Ms Audra, and approved the payment of fees to calculate the sums due to the pension funds.[62]The second group of messages was with the Claimant’s Monaco banks, commencing with an email dated 3 March 2021 to UBS in Monaco, in which the Claimant indicated that he was selling his shareholding in ETG, in anticipation of a meeting with the Bank. He provided the same information to Barclays Wealth in Monaco, in anticipation of receipt of funds. Thereafter, the Claimant met with Barclays who agreed to open an account in his name. The Bank then chased the Claimant from time to time to find out when funds would be received. On 2 August 2021, the Claimant emailed Barclays Wealth to update them on progress, indicating that the SPA had been signed, with a consideration of £20m, of which £10m was to be paid to A & R. The Claimant indicated that monies would be loaned back to ETG. Events from mid August 2021.[63]On 14 August 2021, the Defendant, via Whats App, said to the Claimant that he, the Defendant, had another idea for him to take a little more control of funds.[64]On 16 August 2021, the Defendant emailed various individuals who had indicated an interest in the investment earlier, to indicate that the Claimant’s shareholding of 10% had been sold for £40m, but that the potential buyer had asked for more time to find the funds. The Defendant indicated that this was a steal for anyone who could move fast. Later, on the same day, the Claimant emailed Mr Nixon to say that he had spoken to the Defendant but that he, the Claimant, did not understand what was happening. Meanwhile, at 6pm or so that evening, the Defendant emailed Mr Nixon to say that “Deal 1” would see Gabrielle purchasing 10% of the Defendant’s shareholding for £20m.[65]On 17 August 2021, Mr Bevan emailed Mr Linford and Mr Tony Daltrey. Mr Linford was Mr Bevan’s business partner. His email attached the message received earlier from Mr Chang. He also indicated that there were two deals in place, each for £20m for a 10% shareholding, leading to an overall valuation of £200m. The first was for a retiring director – ie the Claimant – with the second being for 10% of the Defendant’s shareholding. His email went on to set out the plans for a staged exit for shareholders for significant amounts of money over a relatively limited period. On the same day, he sent a similar email to a Mr Terry Pritchard, a potential investor who had been in contact earlier in the year, and another similar email to a Mr Smith O’Connor. Finally, that day, Ms Walsh contacted another potential investor, namely Mr Cowie of Melius Group, to pass on the details of the investment, indicating in that email that “they” – ie, I understand, the other shareholders, were trying to get rid of the board member in Monaco – a reference to the Claimant. This is the first reference in the documents to any such desire, and the documents do not indicate where Ms Walsh obtained this understanding from.[66]On 17 August 2021, by Whats App, the Defendant said to the Claimant that he was “not relying on anyone mate anymore. I am taking full control.”[67]Also on 17 August 2021, Ms Walsh and Mr Daltrey responded to Mr Bevan’s email of that day. Their questions, and Mr Bevan’s answers, were as follows:a. Had ETG secured the £20m for each of the two 10% shareholdings, or did they need any further funding? Mr Bevan said that they had contracted for the first 10%, with a known contractor, but were awaiting payment; and had the other 9.75% available, and would proceed with any level of purchase under this head other than 100%.b. Would Michelle, Tony and David be issued or allocated shares? Mr Bevan answered that it could be either.c. Could Mr Bevan give a rough indication of returns on the £250,000 already invested? Mr Bevan put forward various figures, taken from the indication in his earlier email of 17 August 2021, depending on the assumed plans set out in that email.[68]On 19 August 2021, the Defendant emailed Mr Nixon telling him to transfer the Claimant’s 10% shareholding to the Defendant, and telling him to remove the Claimant as a director. This would, said the Defendant, mean that he would hold 30% of the shares before a sale of 10% which was due to take place the next day. Shortly after, the Defendant confirmed to Mr Nixon what the shareholdings would then be, with 10% being held by an unidentified new investor, and with the Claimant not being a shareholder at all.[69]Also on that day, Mr Bevan emailed Ms Walsh and Mr Daltrey, to say that the Defendant had indicated that there was to be a deadline for payment of £1m of the £20m, which needed to be in the independent bank account on 19 or 20 August 2021. That same day, Mr Daltrey indicated that a further investor, a Mr Galvao, wished to invest £250,000.[70]In between the emails referenced above, Mr Bevan emailed Ms Walsh, Mr Daltrey and Mr Linford to indicate that 9.75% of the company was available for sale for £39m, with £1m to be paid by 19 August 2021 and the balance by 30 August 2021. The email indicated that if the deal could not be done on 17 or 18 August 2021, the Defendant had his own investor who would enter into such a deal.[71]On 20 August 2021, the Defendant emailed Mr Nixon to ask whether Mr Shields and Mr Pellicano had been added as directors, and whether the Claimant had been removed.[72]On 24 August 2021, Mr Bevan emailed a revised SPA showing the vendor of a 10% shareholding to Cloud Farm as the Defendant, not the Claimant. In the covering email, Mr Bevan said that this was because the deadline for the Claimant to exit had been missed. He asked Ms Allen to sign the agreement, confirm that £1m would be forthcoming that day, with the other £19m by the end of August 2021.[73]On the same day, an electronic confirmation of resignation as a director was filed on behalf of the Claimant, which was, apparently, sent by Mr Bevan to Mr Nixon on 24 August 2021. The termination took effect from 25 August 2021. Mr Bevan said that the Defendant would confirm this termination, which he then did.[74]On 25 August 2021, by Whats App, the Claimant sent on a copy of an SPA, which was a copy of the SPA between the Claimant and Cloud Farm. I do not have that document as such, but the alleged SPA between Claimant and Defendant is an 11 page document. It is however dated 8 September 2021, although the signature page is undated.[75]Later on, also on 25 August 2021, Miss Gabrielle Llewellyn (who I understand to be a reference to Gabrielle Allen, and that the names were used interchangeably)”, on behalf of Cloud Farm, returned a copy of the SPA with the Defendant, to purchase 10% for £20m. The form of the agreement was the same as that had been agreed with Mr Cole, and, on the face of the agreement, the consideration was in two tranches, the first being “immediately upon signature”, and the remainder by 30 August 2021. The covering email indicated that Ms Llewellyn was confident that funds would arrive “tomorrow”.[76]On the same day, Mr Bevan sent on the agreement between the Defendant and A & R, providing for 12% of the Defendant’s shares to be transferred to A & R, along with £2m by way of commission.[77]On 26 August 2021, Mr Bevan indicated that the shares should be transferred when the full consideration under the agreement with Cloud Farm was received.[78]On 27 August 2021, Mr Bevan indicated to Mr Nixon that he expected the first £1m from Cloud Farm to arrive from Los Angeles that day. Also on that day, the Defendant emailed two other shareholders in the company, Mr Vernon and Mr Grantham, to say that on the basis of the sale of 10% for £20m, their shareholdings (of 1% each) were now worth £2m each. In his email to Mr Grantham, the Defendant indicated that he would be selling a further 10% of his shares for £100m in December 2021, leaving him with 10%, which he would retain until the full company was sold, for a value estimated at between $5bn and $10bn.[79]On 28 August 2021, Ms Allen and Mr Bevan exchanged emails, since Ms Allen had indicated that Cloud Farm’s plans for payment had not been approved by its Board. Mr Bevan asked for confirmation of when payments would be made, and Ms Allen responded to say that £1m would be paid before 31 August 2021; £2m would be paid by 2 September 2021; but as to the remaining £17m, she was unwilling to commit to pay this by 3 September 2021. She indicated that she would respect the decision of the ETG Board, but hoped that they would look to the longer term interests of the company.[80]On the same day, the Defendant emailed Mr Nixon with the latest purchase monies schedule and a list of where those monies were to be paid to.[81]Also on that day, Mr Bevan emailed the Defendant with copies of Ms Allen’s email and the exchange between himself and Ms Allen. The Defendant responded by indicating his then understanding, namely that £1m would be received by 31 August or 1 September 2021; that a further £2m would be received between 2 and 5 September 2021; and that the remaining £17m would be received between 3 and 5 September 2021, depending on whether HSBC released her funds.[82]Mr Bevan also emailed Mr Nixon, who was dealing with payroll, to indicate that, prior to receipt of monies from Ms Allen, A & R had sent monies to pay staff, which were to be treated as a loan from A & R. The Defendant confirmed that when monies were received from Cloud Farm, A & R would be repaid.[83]On 29 August 2021, the Defendant emailed Ms Ferguson, ETG’s in house legal counsel, to introduce her to Mr Chang. He said that now the sale of 10% for £20m had been achieved, then the next sale would be for 5% upwards for £100m, followed by the sale of ETG.[84]On 31 August 2021, there was a series of email exchanges between Mr Bevan and Mr Nixon. Mr Bevan asked whether the Defendant had 25% or more, for the purposes of a KYC check. Mr Nixon responded that the last information he had showed the Defendant as having a holding of 20%, on the footing that this was the last information that the Defendant had “let him have”. On this footing, Companies House had to be updated in relation to persons with significant control (PSCs). Mr Bevan responded to say that this was helpful, and that once the transfer to Gabrielle (ie Cloud Farm) had been completed, then a confirmation statement could be issued to shareholders.[85]On 1 September 2021, Mr Nixon emailed Mr Bevan to confirm that the records had been updated to show the Defendant as a PSC, and confirming that once the deal with Cloud Farm had been completed he, Mr Nixon, would send on a list of current shareholders and would submit the shareholders list and information. Mr Bevan responded to say that that sounded good, that Ms Allen was delayed – he did not know why – but that he would keep Mr Nixon posted.[86]On 2 September, a Zoom meeting between Ms Allen and Mr Bevan was postponed by Ms Allen, who asked for a day’s delay, since she had meetings with other people which could not be postponed. When being informed of this, the Defendant’s response was that Ms Allen did not seem to be focussed on the deal.[87]On 2 September 2021, the Claimant emailed Barclays Monaco to say that the “investor assures us that she will complete and transfer the complete funds very soon”.[88]On 3 September 2021, the Defendant emailed Mr Nixon to tell him that Mr Bevan had said that funds were on their way. He asked Mr Nixon to transfer the buyer’s 10% when the first payment of £3m was received.[89]On 4 September 2021, the Defendant emailed Mr Nixon with a breakdown of where funds were to be paid out of the payment of £20m anticipated, with certain amounts to be paid sooner rather than later out of the first £1m to be received.[90]On 6 September 2021, the Defendant suggested to Mr Bevan, Mr Nixon and Mr Kicks that Gabrielle’s 10% should be moved to her sooner rather than later, and asking for confirmation of the shareholdings after that.[91]On 9 September 2021, Mr Cole emailed a copy of the SPA, dated 8 September 2021, for the sale of his 10% shareholding to the Defendant. It is this SPA which is sued on in these proceedings. He copied this email to his sister, Mrs Pain. On the same day, he sent a Whats App message to an estate agent, enquiring about a flat that had been for rent or sale.[92]On 13 September 2021, the Claimant emailed a copy of the SPA between himself and the Defendant to Barclays Monaco. The same day, the Claimant sent a signed copy of the SPA for the Defendant’s records. In addition, on that day, the Claimant introduced the Defendant to Barclays Wealth in Monaco. Furthermore, the Claimant asked his ex-partner, Ms Audra, to print out the document and sign it as a witness.[93]The same day, the Defendant indicated to Mr Nixon that he expected to receive £3m that day and gave instructions as to where it was to be paid. He further indicated, on 15 September 2021, that the remaining £17m was expected a week later. I would assume that these amounts were the sums which the Defendant expected to receive from Gabrielle Allen.[94]On 14 September 2021, following a chaser from Mr Daltrey in relation to production of share certificates, Mr Bevan indicated that ETG was awaiting completion of the round with Ms Walsh, Mr Daltrey and Mr Galvao.[95]On 21 September 2021, Mr Bevan was in contact with a further potential investor, Amlan, in relation to a potential investment of £100m in return for 10% of ETG.[96]On 4 October 2021, Mr Morley sent on to the Defendant a message that he had received from Mr Deeks. Mr Deek’s message stated that Ms Walsh, Mr Bevan and Mr Linford had agreed an investment by Ms Walsh of £250k into ETG, which had instead gone to Mr Linford’s company. Ms Walsh had said that the rationale for the deal was that it was securing her first refusal rights on a shareholding being sold by a dissenting investor (a reference, it would seem, to the Claimant), with the £250k to be returned after a couple of months. Mr Deeks went on to say that he was now surprised to be told that Ms Walsh was expecting to become a director and shareholder in ETG.[97]On 6 October, Mr Morley sent a message to Mr Bevan, Mr Kicks, Ms Ferguson, Mr Hubbard and the Defendant with details of another proposed investment into ETG which would lead to an overall valuation of $1billion plus.[98]On 7 October 2021, the Defendant emailed Barclays Wealth in Monaco. In that email, he said that he currently had £18m from the sale of some of his shares in ETG. He also confirmed that he had agreed to buy the Claimant’s shares for £10m, and that he would be selling a further 10% of his shares for between £50m and £100m at the end of 2021.[99]Also on 7 October 2021, the Defendant emailed Mr Nixon to say that £3m would be landing that day, giving instructions as to where to pay monies to.[100]On 9 October 2021, the Defendant emailed Mr Bevan and Mr Kicks to find out what the score was with Gabrielle, since she had promised £3m on the previous Thursday (7th) or Friday (8th). Mr Bevan responded to say that he would connect with Gabrielle sometime that day. The Defendant answered that his problem was that Gabrielle had not told the truth.[101]On 11 October 2021, the Defendant emailed Mr Nixon again to say that £3m was expected that week, and giving instructions for payments out to be made from these funds.[102]On 12 October 2021, by Whats App, the Claimant asked the Defendant for an update, and the Defendant answered saying that he would provide an update as soon as possible.[103]On 13 and 14 October 2021, there was an exchange of emails between Mr Nixon and Mr Bevan. Mr Bevan sent on a document showing the breakdown of shares between shareholders, which he indicated married with a document he had received in August from the Defendant, save that the 100 shares which were to go to a new investor were instead still shown as held by the Defendant.[104]Also on 14 October 2021, the Claimant sent a copy of the signed SPA with the Defendant to his sister, in case it had not been sent before. That same day, by Whats App, the Defendant messaged the Claimant to say that the £20m was all in hand.[105]On 15 October 2021, a confirmation of share transfers was filed. That document showed a number of transfers of the Claimant’s shares, as follows:a. 10 transferred on 17 January 2021.b. 10 transferred on 17 January 2021.c. 80 transferred on 25 January 2021.d. 1 transferred on 25 August 2021.e. 7 transferred on 25 August 2021.f. 92 transferred on 25 August 2021.[106]On 21 October 2021, Mr Bevan sent on an account of the latest position with Gabrielle. She apologised for past delays due to her mother’s ill health. She said that by the weekend, ie 22 or 23 October, she should have funding in hand, and would be back at work the following week. She indicated that she still planned to provide the £20m funding.[107]On 22 October 2021, Barclays Wealth emailed the Claimant to say that although a waiver of fees for account opening had been obtained for the previous trimester, this would not be done for the next trimester (due on 31 December 2021). In response, the Claimant indicated that he understood that the final document was due to be signed early the following week, which would release the first payment of £1m.[108]On the same day, the Defendant, via Whats App, contacted the Claimant. He said that he was “very happy to put the share back into your name today. Your shareholding will be around 7% as it sits today then I would say around 5% by March. Or you leave it as it is and you will get 10m. Please stop ringing me about your family as I have no interest in that mate. If my word to get you £10m is not good enough and my word is not good enough. I will just stop and just look after me.”[109]On 26 October 2021, by Whats App, the Defendant told the Claimant that he had two guys in at 50m for 5%.[110]On 29 October 2021, the Claimant asked whether there was any progress with the signatures, a message to which the Defendant responded the same day saying he would confirm very soon.[111]On 5 November 2021, the Defendant sent on a copy of the agreement between himself and Ms Allen to Mr Kicks and Ms Ferguson.[112]On 12 November 2021, Ms Allen emailed Mr Kicks and Mr Bevan to say that her mother was still ill, and that this was leading to funding delays.[113]By email dated 16 November 2021, following discussions with Gabrielle, the Defendant confirmed to Mr Nixon and to Barclays that funds should be arriving on Monday 22 November 2021.[114]On 18 November 2021, Mr Kicks confirmed to Mr Bevan that Ms Allen needed to produce money, and on 19 November 2021, the Defendant emailed a copy of the agreement between himself and Cloud Farm to Ms Ferguson and Mr Kicks.[115]On the same day, 19 November 2021, Mr Kicks indicated to further prospective investors that he was no longer willing to wait for an unnamed investor (who must have been Ms Allen) and that he was therefore making the opportunity available to others.[116]On 22/23 November 2021, Ms Allen confirmed that her mother was still unwell, and that she was not in a position to concentrate on ETG. She said that she would understand if ETG decided to go elsewhere for funding.[117]Also on 22/23 November 2021, the Defendant entered into negotiations for the sale of 10% of his shareholding for £100m to entities introduced by “Jack” and “George”. The Defendant would pay commission on these sales to the two individuals. Owain Walbyoff confirmed that “this is the 10% that he [sc. the Defendant] bought from Phil Cole [sc. the Claimant].”[118]On 29 November 2021, the Defendant emailed Mr Bevan, Mr Kicks, Mr Nixon and Ms Ferguson to say that he wished to transfer certain of his shares. After the transfer of the 10% for £20m which they knew about, he wished to make various further transfers, leaving him with 25%. Of these, he then wished to transfer a further 10% for £20m, leaving him with 15%. The remaining shareholders did not then include the Claimant.[119]On 2 December 2021, Mr Kicks sent an email to Ms Allen, chasing her for payment. She was still indicating that payment would be forthcoming, although she had problems with her mother. On the same day, the Defendant indicated to Mr Nixon that he expected to receive various sums totalling £20m over the next 2 months.[120]On 3 December 2021, by Whats App, the Defendant told the Claimant that “she” could get £6m in January and will do the deal. He went on to say “My deal stands. Up to you, tiger”.[121]Also on 3 December 2021, the Defendant emailed Mr Kicks, Mr Bevan and Ms Ferguson, to say that he was in talks in relation to a £100m investment in return for the shares that he had transferred to them on 29 November 2021. Ms Ferguson responded to say that this was life changing, whilst Mr Bevan was somewhat more sanguine, saying that he would add this to all the other 10 millions he had not received.[122]On 5 December 2021, the Defendant asked Mr Bevan for an update on progress. Mr Bevan said that the current deal was for £4m by 20 December, £10m by 20 January and £6m by 20 February 2022, a total of £20m. It would appear likely that this is the same deal as the Claimant and Defendant had discussed on 3 December 2021, and was not the deal for an investment of £100m (which was for the shares in the names of people other than the Claimant).[123]On 6 December 2021, Mr Kicks asked Ms Allen for an update, and, on the same day, he passed on the fact that she maintained her expectation of closing that week. However, Mr Bevan went to Miami, to meet another potential investor, in the light of the delays, and reported back that day to Mr Kicks, Ms Ferguson and the Defendant.[124]Unfortunately, matters did not progress during the week. On 13 December 2021, Mr Kicks chased Ms Allen again for an update, and, on the day after, the Defendant gave Mr Nixon revised instructions in relation to anticipated incomings of £20m and instructions as to where to pay those monies.[125]In addition, the anticipated further investment of £100m was progressed at about the same time.[126]On 14 December 2021, Barclays asked the Claimant for an update on payment under the contract.[127]On 16 December 2021, Mr Kicks chased Ms Allen once more for an update on the promised payment, and a revised SPA was sent to cover a sale of shares to Mr Bevan’s proposed German investor (who he had seen in Miami on 6 December 2021). That evening, Mr Bevan emailed to say that the deal with the German investor had closed. This deal therefore replaced the deal with Cloud Farm. The Defendant responded to say that the precise dates for payment were not clear, and asking for confirmation.[128]On 22 December 2021 the Claimant responded to Barclays, to say that a contract with Nigeria had been signed, and that he hoped that matters would be sorted out before the holidays.[129]On 23 and 27 December 2021, the Defendant emailed Mr Nixon with an update on the due dates for payment, and the places to which payments were to be made. Amongst these payments was a payment of £1m to the Claimant for his shares.[130]On 29 December 2021, in answer to an email from Mr Pellicano, Mr Bevan emailed to say that Lars (the German investor) was anticipating making a payment within 5 business days. 2022 and 2023[131]On 2 January 2022, the Defendant indicated that it was looking good for the £100m investment from the US investors for a 10% stake.[132]On 4 January 2022, the Defendant emailed Barclays Monaco to say that he would be receiving £10m at the end of January and £10m at the end of February. He indicated that he had sold another 5% for £40m. On the same day, he emailed Mr Nixon again to tell him where to pay monies when received. Once again, £1m of the monies received were to be paid to the Claimant for his shares.[133]On 6 January 2022, ETG contacted a potential US investor, offering a 10% stake in the company for £100m.[134]On 7 January 2022, Mr Bevan emailed the team (which did not include the Claimant) to say that the German investor had secured funding and was arranging transfer of funds. Following this, on 9 January 2022, the Defendant sent a further email to Mr Nixon setting out where his funds were to go. Again, the sum of £1m was to go to the Claimant for his shares.[135]On 9 January, in the context of a discussion as to how to structure a sale of shares, the Defendant said that “this sale is for the share I bought from PC. This is our money, we cannot take anything from others”. Similar messages were sent on 13, 17, 19 and 24 January 2022, in which the Defendant once again emailed Mr Nixon with revised instructions as to payment out from funds coming in from the German investor. Again, though, these payments included £1m to the Claimant for his shares.[136]On 3 February 2022, the Defendant produced a draft SPA between himself and the German investor, Mr Nitschke. That SPA was for the sale of 10% for £20m, with £1m being payable on or before 9 February 2022, £4m on or before 28 February 2022, £7m on or before 31 March 2022 and the remaining £8m on or before the completion date of 30 April 2022.[137]The next day, 4 February 2022, the Defendant sent a copy of the signed SPA with Mr Nitschke, together with instructions as to where to pay monies when received. Once again, these payments included the sum of £1m to go to the Claimant for his shares.[138]On 10 February 2022, further chasers were sent to Mr Nitschke and the Defendant spoke to Mr Bevan to find out what was happening. The next day, Mr Bevan sent on an overall update as to where the deals were. There were three named deals.a. The first was the deal with Mr Nitschke. Mr Bevan said that he thought this would get done by the following Thursday.b. The second was the deal with Higham Saazs funds, which could be for 10% for £20m.c. The third was the deal with Ms Allen. Mr Bevan said he would not bet on progress but also said that she would have to emerge soon.[139]On 12 February 2022, the Defendant emailed to say that ETG had deals in the pipeline for sale of 10% of the company, for between £100m and £200m.[140]On the same day, the Defendant emailed Mr Kicks and Mr Bevan setting out the shareholdings in the company as they would stand after his 10% was transferred to Mr Nitschke. He also indicated that if these were the shareholdings, Mr Pellicano would not receive £20m.[141]A few days later, on 16 February 2022, the Defendant sent an updated list of shareholders, indicating that a proposed share split would have to take place before this issuance, so that each shareholder would have a revised number of shares. I note that this split was taking place well after the transfer of the Claimant’s shares, which had taken place in August 2021.[142]On 11 March 2022, Mr Kicks emailed round to say that funding was in progress and apologising for delays. The Defendant indicated that progress was good.[143]On 30 March 2022, the Defendant sent on a completed SPA with Cloud Farm, ostensibly signed by Ms Allen. However, this SPA showed consideration of £50m as due. It was sent to two other individuals, who may have been prospective investors.[144]On 26 April 2022, the Defendant emailed Mr Bevan and Mr Linford to say that he had spoken to Mr Kicks, to tell him that £550k was coming in from an investor, with a further £1.95m within two weeks.[145]On 24 June 2022, the Defendant asked Mr Nixon for an updated list of share percentages, so that he could move on to the next stage of selling the company. A list was attached by the Defendant, which again did not include the Claimant. The Defendant’s holding was 25%, which would appear to include the Claimant’s shares, which had of course been transferred in August 2021.[146]On 30 June 2022, the Defendant told Mr Nixon to take 11% shares back from Mr Bevan and Mr Linford, since this was a commission for the £20m being paid for 10% which he said was not now going to happen.[147]On 13 July 2022, the Defendant asked Mr Nixon to take off Messrs Masterton, Morley and Cole as directors. Mr Cole’s is that be was removed as a director in 2021.[148]On 31 July 2022, Mr Deeks emailed the Defendant with a draft of a message to go to Ms Walsh, indicating that ETG had an offer of £20m for 10% of the company, for completion before 5 August 2022, but offering the opportunity to her.[149]On 2 August 2022, the Defendant emailed Mr Nixon and Liz to say that he was expecting £22,250,000 from a sale of his shares, of which £14,270,000 would go into his account, with £6m to go into ETG as a loan from the Claimant, of which some £550k had already been paid.[150]On 6 August 2022, Ms Ferguson emailed the Defendant and Mr Wise, to ask for financial assistance, because she had been working for nothing for some time. In response, apart from expressing sympathy, the Defendant indicated that he did have the largest share holding, which “include [sic] the shares [1] bought from Phil Cole.”[151]On 31 August 2022, the Claimant emailed the Defendant with a draft agreement for the sale of his shares for £6m, to be paid when 50% or more of the shares in ETG were sold to a third party. The next day, the Claimant asked what date was to be put on the agreement, and the Defendant asked what the date on the old agreement was. The Claimant said the date was 8 September 2021.[152]By email dated 18 February 2023, the Defendant said to Mr Deeks that various sums had been paid into the company, including £5,861,000 as a loan from the Claimant. The Defendant then set out two seemingly inconsistent plans for this. The first was that the total investment of £10,861,000 would be paid to the Claimant on the sale of the company. The second was that £3m would be paid to the Claimant when the company was sold.[153]On 20 February 2023, the Claimant emailed the signed agreement for the Defendant’s records, dated 8 September 2021.[154]On 20 April 2023, Liz emailed Mr Nixon to say that deposits recorded as share sales were not in fact share sales but were instead the proceeds of the Claimant’s share sales which it was understood would remain in the company until the company was sold.[155]On 7 October 2023, a document was filed at Companies House showing the shareholdings in the company as at that date. The Claimant’s shareholding was 7,000,000 shares of £0.00001 each as at that date.[156]On 14 February 2024, a winding up order was made against ETG at the instance of HMRC. As at that date, the Claimant was in possession of 10,000,000 shares and the Defendant was in possession of 18,000,000 shares. Liability. The Claimant’s submissions.[157]The Claimant’s submissions were divided into three parts in closing, as follows:a. Credibility of Mr Cole and Mr Masterton.b. The alleged oral agreement.c. The SPA. Credibility.[158]Starting with the credibility of Mr Masterton, the Claimant argued that this is a credibility case, because this was either a genuine SPA or it was not. Mr Cole is lying; or Mr Masterton is lying. The starting point in this regard is that Mr Masterton’s entire case is that the SPA is a lie. He is happy to say that he participated in the creation of that document in order to deceive others. He was lying then, but he would have us believe that he is telling the truth now.[159]In fact, the Claimant argued, Mr Masterton had lied on various occasions, as could be seen from the documents.a. On 16 August 2021 Mr Masterton lied to investors by saying that Ms. Allen was going to pay £40m but needed a couple of weeks to get the money together leaving a chance for someone to gazump her, when in fact she had only offered £20m.b. In August 2021, Mr Masterton says he “fobbed off” Mr Cole by using Jan Hagenfeldt to keep him at bay – supposedly in connection with an alleged request by Mr. Cole for a loan. One way or another he asserts that he was being deceitful to Mr. Cole to avoid giving him money – supposedly at the very time that he is willing to do him the favour of entering into a sham agreement.c. On 7 October 2021 Mr Masterton sent an email to Barclays Bank in which he lied by telling the bank that he has £18m from a share sale when no such money has been paid over to him, and by stating that he had bought Mr Cole’s shares for £10m when he now says that he had not.d. On 3 March 2022 he told Mr Bevan that he needed to recoup the money that he was paying to the Claimant.e. On 30 March 2022 he sent an email to potential investors attaching a doctored SPA indicating that Ms. Allen is paying £50m for a 10% shareholding the following week, when in fact she was doing no such thing, because in truth the agreement with Ms Allen was for a payment of £20m, a payment which was not due in April 2022. This was a clear and substantial lie.

The Oral Agreement

[160]The Claimant said that it may be that the Oral Agreement is a red herring. On the Claimant’s case, it was only an issue in the case because the Defendant needed to explain why he transferred the 10% shareholding to himself on 25 August 2021 if it was not in anticipation of the agreed purchase of those shares.[161]Since the Defendant raised this issue as a defence, the evidential burden, said the Claimant, was upon him to prove it. His case on this had altered over time.a. In the Defendant’s Letter of Response to the letter of claim, there is no mention of share dilution or blocking of sale. The consideration for the transfer is described as “a sum equivalent to the non-distributable reserves of ETG” at the time of sale to an outside investor, a phrase which is meaningless.b. In the Defence, it is indicated (for the first time) that shareholders or directors were resentful or wished to minimise the financial benefit to Mr Cole, whilst the account of the terms of the agreement as set out in the pleading are completely different from those set out in the letter of response. The consideration of “a sum of between £5 million and £10 million” is set out, but without any indication as to how this sum was to be calculated.c. The third version is in the written witness evidence put forward by the Defendant. However, here there is no mention of share dilution, but instead a new reason, namely that members wished to block the sale.[162]The Claimant argued that none of these possibilities was realistic.a. Dealing first with dilution, then at the time (say, 1st August 2021) the shareholders appear to have been: i. A&R (Richard Bevan and his partner) – 20% ii. Claimant – 10% iii. Mr. Grantham – 1% iv. David Kicks – 10% v. Defendant – 24% vi. Mr. Morley – 10% vii. Mr. Pellicano – 2.5% viii. Mr. Shields – 2.5% ix. Mr. Walbyoff – 10% x. Mr. Wise – 10%b. In these circumstances, it was simply impossible to dilute: i. Mr Bevan, Mr Cole and Mr Masterton had a 54% shareholding between them and none of them wished to dilute Mr Cole’s shareholding. Mr Bevan was putting together a lucrative sale of those shares at the time and Mr Masterton says in his statement and pleadings that the whole point of the transfer was to prevent dilution. ii. The only people mentioned in Mr Masterton’s statement are Mr Morley and Mr Shields, who have provided no witness evidence and whose shareholding amounted to a combined total of 12.5%.c. This leaves sale blocking. Again, Mr Morley and Mr Shields did not have the power to block a sale. Technically the only available mechanism would in any event appear to be refusing to register the transfer as directors, and that could not be done save in good faith for a proper reason. In fact, the board’s plan was for sale of these initial shares, with a staged exit for other members thereafter. Mr Walbyoff positively wanted a sale of Mr Cole’s shares to prove the value of the company.[163]Ultimately the burden was on Mr Masterton, but there was, said the Claimant, simply no evidence in support of his case. Conversely, the Claimant pointed out that Mr Cole denied the Oral Agreement, both in his pleading and in his witness statement.[164]In summary:a. It is a fact that Mr Cole’s 10% shareholding was transferred to Mr Masterton on 25th August 2021. Mr Masterton needed to explain why this was, if he wished to persuade the court that this was not a transfer in anticipation of the agreement that he was going to buy those shares.b. In a desperate attempt to avoid that obvious conclusion, he has concocted a story about an oral agreement, and changed it twice.c. The court is entitled to come to a finding of fact that there was no such oral agreement, and to infer that the Defendant has invented it in order to explain what would otherwise be inexplicable on his case.

The SPA

[165]The Claimant then turned to what was said to be the real meat of the question, namely whether the SPA was a sham or not? Whilst, said the Claimant, it is one person’s word against another, there are ways of looking at it to point to an answer on the balance of probabilities. Apart from credibility, which has been discussed above, the other facts relied on were the evidence of other witnesses; why a sham agreement might be necessary; the terms of the SPA itself; the plausibility of the deal; and other contemporaneous evidence recording the true position.[166]Looking at each of these in turn, Mr. Cole did not rely only upon his own evidence.a. He relies also upon the evidence of his sister. Mrs Pain attended to confirm her evidence on oath. Whilst her evidence may be considered partial by reason of her family connection, on the other hand what she has to say harms her personal interests or at least would do if Mr Masterton’s case were right. On his case Mr Cole owes his family money. His family consists of his two parents in their 90s and his sister. If it were true that he urgently owed them substantial sums then Mrs. Pain is doing away with any real chance of pursuing him for those sums by swearing on oath that they don’t exist, on the back of a written statement to that effect.b. By contrast on Mr Masterton’s side none of his witnesses have attended and there has never been any indication in any pre-trial document that they would. In the circumstances the written evidence they provided can be given little to no weight, and in any event, all of these witnesses except Mr Wise simply say that they did not know of the agreement. The evidence of these other witnesses is contradicted by contemporaneous documents; and that of Mr Wise is unsupported by any document.c. Turning to the question of what the point of such a sham would have been, the Claimant relied on a point made by Mr Cole in evidence – he already had a signed deal with Cloud Farm, genuine and fully executed, with an amount of £20m due under it. There was therefore no need for a sham. As regards the suggestion that the sham was necessary to keep the Bank happy, this again is unlikely. The bank was not putting that much pressure on – they just wanted to be kept informed; and if they closed Mr Cole’s account, a new one could simply be opened. Finally, the SPA would have bought very little time, since on its face it provided for payment of the first instalment within 7 days.d. Looking at the SPA on its face, it has Mr Masterton’s correct name and address, and it is admittedly signed and witnessed by an independent witness. Again, this is inconsistent with the suggestion that it was a sham.[167]Turning next to the plausibility of the deal, the essence of the point, said the Claimant, was that everyone involved subjectively believed that the company was worth a great deal, and that Mr Cole’s shareholding was indeed worth £10m. Thus:a. A deal was actually done for £20m, between, firstly, Cloud Farm and Mr Cole and then Cloud Farm and Mr Masterton. Although this money was never paid, it indicates what a third party valued the shares at.b. On 16 August 2021, Mr Masterton told other investors that the Cloud Farm deal was for £40m.c. In August 2021, Mr Bevan exuded optimism, supported in his view by an extremely positive email from David Chang.d. In August 2021, Mr. Masterton laid out his plan for a 10% sale for £20m, a further 10% sale for £100m, and a further 10% sale at a company value of 50-100B. This email was sent on 27th August 2021, exactly at the time the SPA deal was being put together.e. In late 2021, Mr Masterton told Mr Kicks, Ms Ferguson and Mr Bevan that they were all in line for free money from the £100m deal. All of these parties were convinced of the worth of the company.f. The £100m deal was, seemingly, in fact done in principle in January 2022.[168]All of this evidence suggests that those involved at the time thought that the 10% shareholding was worth £10m.[169]Against this is the valuation put forward by the Claimant’s expert valuer as at January 2022, of nil or at most £0.5m. The Claimant argued that the explanation of the difference was simply that the value put on the shares by Mr Masterton was his own subjective valuation, whereas the expert valuation is a market value.[170]Turning finally to the contemporaneous documents, the Claimant accepted that in the commercial world and therefore the commercial court, what we care most of all about is what the contemporaneous documents say. However, argued the Claimant, it is worth noting what they don’t say. There is not a single document indicating that the Claimant needed a sham SPA to show his family or the bank; nor a single message or record from the Defendant ever saying, for the record, this £10m deal between us isn’t real.[171]Turning to the positive documents we do have, there are the following.a. Mr Cole sent the SPA to Masterton on a number of occasions, on 25 August and on 18 September (after execution), via WhatsApp. In between, there was an email from Mr Cole with the executed doc on 13 September, which was not replied to.b. There are then various messages which Mr Cole says were references to the payments under the SPA, namely the reference to “Jan 100%” on 13 September, the reference to the first transfer on 17 September, and the reference to Mr Masterton’s deal standing on 3 December.c. Mr Masterton’s witness statement tries to say it was all Mr Cole chasing about third party investors coming good, but he cannot, and so does not, explain the references to “the first transfer” and “my deal stands” – these telling messages go unexplained, said the Claimant.[172]Turning to other messages, the Claimant argued that there are crucial emails where the Defendant and others explicitly confirm their understanding that the Defendant had purchased shares from the Claimant, as follows:a. The Claimant sent the SPA to Barclays on 13 September 2021.b. The Defendant confirmed to Barclays that he was buying the shares from the Claimant on 7 October 2021.c. The email dated 23 November 2021 from Mr Walbyoff, copied to the Defendant, referring to “the 10% he bought from Phil Cole”.d. The email dated 9 January 2022 from the Defendant to Mr Kicks, Ms Ferguson, and Mr Bevan, referring to the sale of “the share I bought from PC”e. The email of 3 March 2022 email from the Defendant to Ms Ferguson, in which he stated “That’s me done now in shares I am not releasing any more, as I do need to recoup the money that I’m paying Phil Cole for his shares”.f. The email of 7 August 2022 from the Defendant to Mr Kicks, Ms Ferguson and Mr Wise in response to Ms Ferguson’s request for payment, clarifying to Mr Wise that “in terms of me I do have the largest shares holding which include[s] the shares I bought from Phil Cole”.[173]The Claimant argued that it was notable that Messrs Walbyoff, Kicks, Bevan, Wise and Ferguson did not react with any kind of surprise in any of these email threads. The references are to “the 10%”, and “the share I bought”. The clear inference is that these individuals already knew of the SPA. The Defendant’s pleaded case.[174]I have set out the Defendant’s pleaded case above. Discussion and conclusions.[175]Given that I have not heard from the Defendant, since he chose not to engage with the litigation in the circumstances I have described earlier in this judgment, I have only heard positive evidence from the Claimant, in which he denies that the agreement was a sham. Since the Defendant is debarred from putting forward a positive case, it is, in my judgment, all the more incumbent on me to consider carefully the documentation with which I have been presented, as it was incumbent on the Claimant to ensure that the points that the Defendant might have put forward based on the documentation are fairly and properly considered, and I do so in this judgment.[176]For my part, I start with the SPA itself, which, on its face, evidences the parties’ agreement that the Defendant is agreeing to buy the Claimant’s shares in the company for a sum of £10,000,000.[177]The Defendant accepts that this is a valid and binding agreement on its face. However, it is the Defendant’s case that this agreement was a “sham”, as I have noted by reference to the agreed list of issues.[178]As a matter of law, a plea that an agreement, valid on its face, is a sham, has a well known meaning, best illustrated by the case of Snook v London and West Riding Investments Ltd [1967] 2 QB 786, in which Diplock LJ said:
“As regards the contention of the plaintiff that the transactions between himself, Auto Finance and the defendants were a "sham," it is, I think, necessary to consider what, if any, legal concept is involved in the use of this popular and pejorative word. I apprehend that, if it has any meaning in law, it means acts done or documents executed by the parties to the "sham" which are intended by them to give to third parties or to the court the appearance of creating between the parties legal rights and obligations different from the actual legal rights and obligations (if any) which the parties intend to create. But one thing, I think, is clear in legal principle, morality and the authorities (see Yorkshire Railway Wagon Co. v. Maclure and Stoneleigh Finance Ltd. v. Phillips), that for acts or documents to be a "sham," with whatever legal consequences follow from this, all the parties thereto must have a common intention that the acts or documents are not to create the legal rights and obligations which they give the appearance of creating. No unexpressed intentions of a "shammer" affect the rights of a party whom he deceived. There is an express finding in this case that the defendants were not parties to the alleged "sham." So this contention fails.”
[179]The question for me, therefore, is whether I am satisfied that this apparent agreement was indeed a “sham”, within the above description. In this regard, I bear in mind the following.[180]First, there are the inherent probabilities as at the time that the agreement was allegedly entered into. At that point:a. As the Defendant knew, there was an agreement in place with Cloud Farm for £20m for a 10% shareholding.b. Other investors (the Norwegian investors) had just pulled out of a deal on the same terms, ostensibly because their funding had fallen through.c. A third group of investors (led by Ms Walsh) were showing interest in a deal to buy a further 10% for another £20m.d. The Defendant was looking to sell 10% for £40m.e. A yet further deal was on the horizon to sell 10% for £100m.[181]All in all, a shareholding of 10% looked to be well worth £10m.[182]Secondly, there was evidence of share transfers.a. The Claimant had started 2021 with 20% of the company’s shareholding.b. 10% of that holding had been transferred in January 2021 to Mr Kicks, Mr Pentel and the Defendant.c. The other 10% was transferred to the Defendant on 25 August 2021. This transfer accorded with the contemporaneous documents and is consistent with a share transfer of 10%, as is recorded in the SPA.d. Thereafter, 10% had been retransferred from the Defendant to the Claimant in April 2023. This was after the share split; and was also before the letter of claim from the Claimant’s solicitors.[183]All of these transfers were consistent with the Claimant’s case.[184]Thirdly, there were corroborative documents. In particular, there were a number of documents, which I have summarised above, which, on their face, confirmed a purchase of shares by the Defendant from the Claimant. Thus:a. There were a series of emails in which the Defendant confirmed the need to transfer monies to the Claimant once those monies were received from Ms Allen, in return for his shares.b. The Defendant, on various occasions, as summarised above, referred to his purchase of shares from the Claimant.[185]Fourthly, there were the matters put forward by the Defendant in his pleaded case by way of explanation for the transaction if it was not a real one, which were as follows:a. In early July 2021, other shareholders in ETG began to exhibit and express resentment that the Claimant had such a significant shareholding in the company given his minimal contribution.b. The Claimant and Defendant became concerned that the other shareholders wished to dilute the Claimant’s interest and minimise his financial benefit therefrom.c. In about July or August 2021, the Claimant asked the Defendant as a favour to transfer his shares into the Defendant’s name to prevent such dilution.d. In about August 2021, the Claimant and Defendant entered into an oral agreement, whereby: i. The Claimant would transfer his shares to the Defendant, for no consideration. ii. The Claimant would be entitled to the return of those shares on demand. iii. The Defendant would try to sell those shares to an outside investor and would pay the Claimant between £5m and £10m, depending on the price achieved. iv. If Cloud Farm paid £20m for the shares, the Defendant would procure that £10m was paid to the Claimant and £10m was paid to A & R.e. On 25 August 2021: i. The Claimant resigned as a director of ETG. ii. The Defendant entered into an agreement with Cloud Farm for sale of 10% in return for £20m. iii. The Defendant entered into an agreement with A & R (dated 1 March 2021) for commission, pursuant to which the Defendant would pay £2m to A & R and transfer a further 12% of his shares in the company.[186]The documents reflect very little, if any, of this pleaded case. Thus:a. There is no indication from any of the shareholders in the documents prior to August 2021 of any dissatisfaction with the Claimant.b. The first suggestion that there was such dissatisfaction came from Ms Walsh, who was not then a shareholder, in her email of 17 August 2021. I do not know who suggested to Ms Walsh that there was such dissatisfaction, and I also note that in Mr Deeks’ later message to others, he expressed surprise at Ms Walsh’s involvement.c. It is not clear to me how a “dilution” of the Claimant’s shareholding could have been achieved, and there is no sign in the documents that there was any intention to procure such. What was reflected was a desire to split the shares to create a larger number of shares – but this was to happen after the Claimant had exited the company.d. Again, there is no sign in any of the documents of a request from the Claimant that the Defendant take over his shareholding. Instead, as I have noted, the documents are more consistent with the Defendant taking the initiative.e. The matters set out in the last subparagraph of the preceding paragraph are perfectly consistent with the Claimant’s case.[187]Fifthly, I turn to matters of credibility. I have deliberately not concentrated on these matters since I have not heard from the Defendant. Nevertheless, I accept the Claimant’s submission that, on occasions, the Defendant was telling third parties things which were not reflected in the contemporaneous documents.[188]Overall, I have concluded that the evidence before me points towards the document being a valid one. In this regard, as I have said, I have deliberately concentrated on matters other than credibility because I have not heard from the Defendant. Quantum.[189]The Defendant’s case, as pleaded, was that the proper measure of damages, if liability was established, was the difference between the contract price and the market value of the shareholding. The Claimant’s submissions.[190]The Claimant, as I understood the position, did not dispute the fact that his claim was one for damages. However, the Claimant went on to rely on what Lord Leggatt said in the Supreme Court in the case of Stanford International Bank Ltd (in liquidation) v HSBC Bank PLC [2022] UKSC 34, confirming the relevant principle of what he calls the ‘market mitigation rule’ at paragraphs 42 and 43 of the judgment. There he said: “42. As Lady Rose has noted (at para 17 above), counsel for SIB framed this argument in terms of loss of a chance. They submitted that, by repaying the relevant investors when it did, SIB lost the chance of having to pay those investors only a small dividend in the liquidation. The argument appears to have been put this way in response to a submission made by HSBC that, as a matter of law, loss caused by breach of a duty owed under a contract or in tort is generally to be assessed as at the date of breach. The loss of a chance argument accepts this premise, but then takes account of the subsequent fact that SIB went into liquidation to evaluate the chance as at the date of breach that this would happen as a certainty, relying on the authority of Golden Strait Corpn v Nippon Yusen Kubishika Kaisha [2007] UKHL 12; [2007] 2 AC 353 ("The Golden Victory") for the use of hindsight. I think that this is all unnecessarily complicated and involves a misunderstanding of the relevant legal principles. 43. The error lies in the premise that loss caused by a breach of duty is generally to be assessed as at the date of the breach. There is no such rule of law. Losses caused by breach of a contractual or common law duty routinely occur after the date of the breach and are generally to be assessed at whichever is the earlier of the date when the loss occurred and the date when damages are awarded. Sometimes - for example, in many personal injury cases - this requires the court to quantify losses which have not yet occurred but are likely to occur in future. The reason why in some types of case - for example, cases involving loss of or damage to goods - it is often appropriate to take a valuation date at or near to the date of breach is the effect of a rule which I will call the market mitigation rule. This rule is that, where there is an available market in which an adequate substitute can be obtained for goods or services of which the defendant's breach of duty deprived the claimant, damages are to be assessed as if the claimant entered the market and obtained such a substitute at the earliest reasonable opportunity whether or not the claimant in fact did so. So where, for example, a seller wrongfully fails to deliver goods, the market mitigation rule generally means that the measure of damages is the difference between the contract price and the market price of the goods at (or shortly after) the date when the goods should have been delivered: hence the prima facie measure of damages stated in section 51 of the Sale of Goods Act 1979 . But where the market mitigation rule does not yield this result - as, for example, where the claimant is not aware of the defendant's breach until some time later or where there is no available market in which an adequate substitute for the lost performance can be obtained - the relevant loss will occur, and the damages will therefore be measured, at a different date. All of this, along with the ratio of The Golden Victory , is clearly explained by Lord Sumption and Lord Toulson in Bunge SA v Nidera BV (formerly Nidera Handelscompagnie BV) [2015] UKSC 43; [2015] Bus LR 987, paras 15-23 and 64-86 ; and see also A Dyson and A Kramer, "There is No 'Breach Date Rule'" (2014) 130 LQR 259.[191]The Claimant also relied on the judgment of Lord Wilberforce in Johnson v Agnew [1980] AC 367 where the court commented on the apparent rule that assessment should coincide with breach, saying “But this is not an absolute rule: if to follow it would give rise to injustice the court has power to fix such other date as may be appropriate in the circumstances”. The Claimant further pointed out, for the avoidance of doubt, that shares are not ‘goods’ for the purposes of the Sale of Goods Act 1979, so that the Act did not apply.[192]The Claimant therefore had two lines of attack:a. In point of fact there simply was no alternative available market. Nobody was willing to purchase the shares.b. Alternatively and in any event, he reasonably believed that the Defendant would follow through on the agreement and make the promised payments, and so reasonably allowed more time for completion.[193]As to the availability of an alternative market:a. It is notable that the Defendant, through his solicitors, initially argued that the shares were worthless (even when he entered into the SPA) because nobody would buy them.b. While it appears that at various times third party investors expressed an interest in buying shares for significant sums, no such deals ever completed. There was evidently a significant difference between apparent value and actual value, which explains why the Defendant was keen to buy the Claimant’s shares at what he saw as a cut price, while in reality there was no value to them. It appears that during 2021 everyone thought or hoped that the shares were extremely valuable. It was only after failed attempts to find and secure a buyer who would actually complete and hand over the money, that the lack of true market started to become known. The court is entitled to benefit from that hindsight – it is demonstrative of true value.[194]The only cause we have to think that there could have been any actual value is Mr. Desai’s (the Claimant’s expert witness) report. However:a. having considered various methods of valuing, he concludes that the company has an objective value of nil. That should in fact be the end of the matter.b. The only reason that he gives to depart from a nil value is that “a potential investor” may have been willing to ascribe a “hope value” of £500k. That is of course highly speculative. Moreover, the expert doesn’t stop there, he makes the point that a discount for minority holding and lack of marketability would have applied, which would have been “significant”.c. Further, even if there is any such number, we need to deal with the expert’s use of the words “potential” and “may”, because on the law, the question for the court is what would have happened and how Mr Cole could reasonably have mitigated his loss. The answer to that question is that Mr Bevan and Mr Masterton were pulling out all the stops trying to sell shares in this period and they fell flat on their faces. There were no investors willing to complete. There was no available market to mitigate the loss in.d. Moreover, there is a major assumption by Mr. Desai (as per his instructions) - that Mr Cole actually had the shares. He did not – at this time they were registered in Mr Masterton’s name. This is a significant point both in terms of alternative market at the time of breach and in terms of what could be done after that date. It is difficult to believe that any buyer would purchase shares for any significant value without doing the most elementary due diligence and discovering that they were not the Claimant’s to sell. Given the difficulties in obtaining a buyer it is difficult to see how this would have been overcome.e. The return of shares to the Claimant on 17 April 2023 was not known by the Claimant until October 2023 when the latest confirmation statement was published. The Defendant’s solicitors’ letters in May and August 2023 put it to the Claimant that he should demand the return of the shares, clearly implying that legal ownership remained with the Defendant.[195]This would suggest a date for assessment of damages as October 2023. Subject to further evidence, it is notable that no transfers seem to have taken place, even internally, after March 2023. The insolvency petition is dated 28th December 2023. It is difficult to believe that any sensible buyer could have been found two months earlier, especially in light of the difficulty finding a buyer any earlier. Thus, if this is the date then the measure of damages will be the full £10,000,000.[196]As to what it was reasonable for Mr Cole to be doing at the time:a. The Claimant was chasing the Defendant, and moreover being assured by the Defendant, in their communications throughout the period. Much of this happened face to face or in telephone calls. In this regard there is the unchallenged witness evidence of the Claimant, in which he describes chasing the Defendant from the date of signing onwards, orally. He describes chasing into January and February 2022 whereupon Mr Masterton became colder, and then meeting Mr Masterton in person in April 2022, and again in May 2022, with Mr Masterton being evasive. He admits to becoming disillusioned and depressed at the lack of progress or acknowledgement. Despite continuing to press verbally for payment matters eventually came to a head in a call on 11 March 2023 when Mr Masterton went on the attack, said all the shares would be handed back, the business would be taken offshore and that Mr Cole would be left with nothing. Mr Masterton said he was a rich man and would fight Mr Cole. All this has come to pass. Mr Cole did what was reasonable in trying to see the contract through up until this point, and by this point there was no realistic prospect of onward sale.b. Again, the burden of proving mitigation lies upon Mr Masterton. He has obtained no expert evidence of his own. If he wished to argue that there was a value still at, say, April 2023 or some other date, then he needed to obtain evidence of that, and he has not. The measure of loss is therefore the full £10m contract price. Discussion and conclusions.[197]I start by setting out the relevant principles. As I understand it, as I have said, the Claimant claims damages for the failure to take delivery and make payment for the shares. There would therefore appear to be no dispute between the parties as to the appropriate measure of loss, which would be the difference between the contract price agreed between the parties for the shares and the market value of the shares as at the time when the Claimant could reasonably have disposed of them.[198]There is here no dispute as to the contract price, which was £10,000,000. Accordingly, the issue for me is as to the market value as at whatever the appropriate valuation date was.[199]In this regard, I find as follows:a. I accept the Claimant’s submission that there could have been no sale of the shares unless and until they were vested in the Claimant. On the evidence, this was not until October 2023.b. As at that date, the shares were worth nothing. In this regard, it is clear that various unsuccessful attempts had been made to sell the shares. It is also clear that some time had passed since the initial optimism about the company’s prospects, whilst the burden of debt was rising. This burden of debt eventually led to the insolvency petition only some 2 months later. Finally, the evidence of Mr Desai is both speculative and, as the Claimant has pointed out, based on a misapprehension as to the registered ownership of the shares. The fact that some (unspecified) value might have been achieved from an investor who was prepared to take a chance does not, in my judgment, equate to a market price, with a market being defined as made up of willing buyers and willing sellers.c. There was no failure on the part of Mr Cole to mitigate his losses, for the reasons set out by the Claimant in his submissions.[200]Overall, therefore, the quantum of Mr Cole’s losses is the full £10,000,000 claimed.[201]Accordingly, I find that the Defendant is liable for the full £10,000,000 claimed.[202]I would be grateful if the parties could agree a form of order giving effect to this judgment, and making allowance for a timetable for consequential matters.[203]This leaves questions of interest and costs to be determined. If and insofar as these cannot be agreed, then I will determine these issues. Submissions in writing should be filed within 14 days of the handing down of this judgment.