California State Teachers' Retirement System & Ors v Boohoo Group PLC [2026] EWHC 335 (Comm)

[2026] EWHC 335 (Comm)

Case No FL-2024-000017

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

COMMERCIAL COURT (KBD)

FINANCIAL LIST

Venue Royal Courts of Justice, Rolls Building, Fetter Lane, London, EC4A 1NL

Date Tuesday, 10 February 2026

Before

Mr Justice Michael Green

Between

CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM & ORSClaimants

BOOHOO GROUP PLCDefendant

Mr Richard Mott and Mr William Harman (instructed by Fox Williams LLP) for Claimants.

Ms Sonia Tolaney KC and Mr Robert Harris (instructed by Herbert Smith Freehills Kramer LLP) for Defendant.

Hearing Hearing dates: 9/2/2026 – 10/2/2026

JUDGMENT

Tuesday, 10 February 2026

[1]This is the first CMC in proceedings that have been brought in the Financial List under s.90A of the Financial Services and Markets Act 2000 (“FSMA”) by investors in the well-known fashion company, Boohoo Group PLC. The claims were issued in May 2024, and it seems to have taken quite a long time for this CMC to be listed and heard. A number of directions have been agreed, but there are some that are contentious. In particular, I have heard argument yesterday on how the trial should be split, more particularly whether the issue of reliance should be included in trial 1 or the proposed trial 2, which is otherwise to be for issues of causation and quantum. I also heard, yesterday and this morning, on issues around the defendant’s disclosure. This is my oral judgment on those two broad issues.

[2]I have had the benefit of hearing from Mr Richard Mott leading Mr William Harman for the claimants and Ms Sonia Tolaney KC leading Mr Robert Harris for the defendant. I am grateful to them for their assistance.

[3]The parties are agreed that there will need to be a second CMC in July. Ms Tolaney complained that this is because the claimants had not sufficiently got their act together for today. However, it seems to me that it is unsurprising that a case of this size requires more than one CMC, and it is helpful for the Court to be closely involved in case-managing these cases, particularly after there was such a big gap between the issue of the claim and this first CMC. Having said that, I am mindful of the defendant’s complaints that the claimants have been slow to produce documents and further information and to have got the necessary information from the individual claimants that is required to establish certain basic ingredients of their claims.

[4]That is particularly pertinent to the issue of reliance on published information, which the claimants have to prove. If reliance is part of trial 1, it will obviously affect its length. Mr Mott showed me a comparison of trial length, both with and without reliance as an issue. That showed that a trial without reliance would take up to 15 sitting days. Ms Tolaney said that this had not accounted for judicial pre-reading, nor for a gap between the end of the evidence and for written closing arguments. That is clearly right, but it does not affect the number of sitting days.

[5]If reliance is included as an issue for Trial 1, Mr Mott said that it nearly doubled the length of the trial. Ms Tolaney said, however, that that overestimated the length of time for cross-examination of the claimants’ witnesses, and she said that that would be a maximum of five days. She says that the two lengths of trial are not materially different such that it affects the burden on the Court or the parties.

[6]I agree with that. It does not seem to me, at least by comparison with other similar claims under s.90A, that this is a much more modest scale of trial with fewer claimants and funds and fewer contested issues. To my mind, the burden on the parties and the Court is not a particularly relevant factor in this case on this issue. The parties are agreed, however, that they can be ready for a trial 1 to start, whether or not reliance is included in that trial 1, in October 2027. Background

[7]The background to the case has been conveniently set out in an agreed case memorandum and also the parties’ skeleton arguments. I take this background from that agreed case memorandum.

[8]The claimants are institutional and consumer investors. The defendant is the holding company for a global group of e-commerce fashion brands, primarily targeting young and value-orientated customers. Since 14 March 2014, securities in Boohoo have been listed for trading on AIM. Between August 2019 and September 2020, in the region of 40 per cent of Boohoo’s clothing was made in the UK, mostly in Leicester.

[9]On Sunday 5 July 2020, the Sunday Times published an article alleging that a factory in Leicester which made garments for Boohoo was unlawfully underpaying workers and making them work in unacceptable conditions. Boohoo’s share price fell by approximately 42 per cent between the close of trading on 3 July 2020 and 8 July 2020.

[10]On 6 and 8 July 2020, Boohoo issued announcements by the Regulatory News Service, stating, among other things, that Boohoo was shocked and appalled by the allegations in the Sunday Times article. As part of its 8 July 2020 RNS announcement, Boohoo announced that it had commissioned Alison Levitt KC to conduct an independent review into, among other things, the allegations in the Sunday Times article. On 25 September 2020, Boohoo voluntarily published an open version of a report by Ms Levitt KC following her independent report. In summary, Ms Levitt concluded that the allegations in the Sunday Times article were substantially true and that both underpayment of workers and unacceptable working conditions were endemic in Boohoo’s Leicester supply chain. Further, Ms Levitt KC concluded that Boohoo’s monitoring of its Leicester supply chain was inadequate, and that this was attributable to weak corporate governance. However, the Levitt report said, at p.109, that: “… those towards the most senior end of the organisation had the least appreciation of the fact that there were problems, let alone the seriousness of those problems.

[11]During the period from 1 January 2017 to the 25 September 2020, which the claimants define as the ”Relevant Period” in the Particulars of Claim, Boohoo published annual reports, interim results, ad hoc announcements on the RNS, and modern slavery statements, together called the “Published Information”, and most of the Published Information constituted information to which Sch.10A of FSMA applied.

[12]So, with that background, the parties’ positions are as follows.

[13]The case memorandum summarises the claimants’ position:

“9.1. The Claimants acquired, continue to hold and/or disposed of interests in securities issued by Boohoo for trading on the AIM (‘Boohoo Shares‘) in the Relevant Period, 9.2. During the Relevant Period, the true position was as follows: 9.2.1. Unlawful underpayment of workers was widespread and/or endemic in Boohoo’s Leicester supply chain; 9.2.2. Unlawful and/or unacceptable working conditions were widespread and/or endemic in Boohoo’s Leicester supply chain; 9.2.3. Much of the time Boohoo did not know which companies in Leicester were involved in manufacturing its garments (and therefore had no proper factual basis or reasonable grounds on which to make statements in relation to pay and/or treatment of workers in its Leicester supply chain), and/or Boohoo’s monitoring of its Leicester supply chain was not robust or adequate, and this was attributable to weak corporate governance; 9.2.4. Boohoo did not take its social responsibility seriously and/or did not strive for high standards in ethics throughout its supply chain; 9.2.5. There was an insufficient sense of urgency within Boohoo to examine and seek to remedy any issues which did arise in relation to the above matters; and/or 9.2.6. Boohoo’s directors had not honestly explained the principal risks and uncertainties facing Boohoo and the mitigating factors that were known to them, (collectively, the ‘Alleged True Position’). 9.3. The Published Information contained the statements set out in Appendix 1 to the Particulars of Claim, and further conveyed (alternatively, implied) the statements set out in para.21 of the Particulars of Claim. In light of the Alleged True Position, those statements were untrue or misleading. 9.4. Further or alternatively, the Published Information omitted the Alleged True Position (alternatively, one or more parts thereof), which Boohoo was required to disclose ... 9.5. Further or alternatively, Boohoo delayed the publication of the Alleged True Position (alternatively, one or more parts thereof) from at least 1 January 2017 to 25 September 2020, in circumstances where Boohoo did not include the Alleged True Position in the Published Information before 25 September 2020. 9.6. From January 2017 (alternatively, by a later point in time which had occurred by December 2019 at the latest), one or more persons discharging managerial responsibility (a ‘PDMR’) within Boohoo knew or was reckless as to whether the Published Information and the aforesaid statements were untrue or misleading, knew of the concealment of material facts in the Published Information and that such concealment was dishonest, and/or knew of Boohoo’s delay in publication and that such delay in publication was dishonest. 9.7. Claimants acquired, continued to hold and/or disposed of Boohoo Shares in reliance on the Published Information and/or the statements and/or omissions identified in the Particulars of Claim at a time when, and in circumstances in which, it was reasonable to do so, and have suffered loss as a result thereof. 9.8. In the circumstances, the Claimants claim compensation pursuant to s.90A and paras.3 and/or 5 of Sch.10A FSMA and/or such other relief as the Court thinks fit, plus compound (alternatively, simple) interest and costs.”

[14]Boohoo’s position by way of defence is also summarised in the Case emorandum, as follows:

“10.1. Boohoo does not admit that the Claimants acquired, continued to hold, and/or disposed of Boohoo Shares in the Relevant Period. 10.2. As regards the Alleged True Position: 10.2.1. Boohoo admits that unlawful underpayment of workers was widespread or endemic in Boohoo’s Leicester supply chain by the time of the Levitt Report. Boohoo puts the Claimants to proof as to when this issue began. 10.2.2. Boohoo admits that unlawful and/or unacceptable working conditions were widespread or endemic in Boohoo’s Leicester supply chain by the time of the Levitt Report. Boohoo puts the Claimants to proof as to when this issue began. 10.2.3. Boohoo admits that much of the time it did not know which companies in Leicester were involved in manufacturing its garments, and that Boohoo’s monitoring of its Leicester supply chain was not robust or adequate and this was attributable to weak corporate governance. Boohoo puts the Claimants to proof as to when these issues began. Boohoo also does not admit that it had no proper factual basis or reasonable grounds on which to make statements in relation to the pay and/or treatment of workers in its Leicester supply chain. 10.2.4. Boohoo denies that it did not take its social responsibility seriously and/or did not strive for high standards in ethics throughout its supply chain. 10.2.5. Boohoo admits that from December 2019 there was an insufficient sense of urgency within Boohoo to examine and remedy the matters relating to underpayment of workers and unacceptable working conditions identified above. Boohoo denies that there was an insufficient sense of urgency to examine and remedy those matters before December 2019, and denies that there was an insufficient sense of urgency within Boohoo (at any time) to examine and remedy the matters relating to corporate governance and social responsibility identified above. 10.2.6. Boohoo denies that its directors had not honestly explained the principal risks and uncertainties facing Boohoo and the mitigating factors that were known to them. 10.2.3. Boohoo admits that much of the time it did not know which companies in Leicester were involved in manufacturing its garments, and that Boohoo’s monitoring of its Leicester supply chain was not robust or adequate and this was attributable to weak corporate governance. Boohoo puts the Claimants to proof as to when these issues began. Boohoo also does not admit that it had no proper factual basis or reasonable grounds on which to make statements in relation to the pay and/or treatment of workers in its Leicester supply chain. 10.3 Boohoodenies that any of the statements set out in the Appendix 1 of the Particulars of Claim were untrue or misleading. Further Boohoo denies that the Published Information conveyed (or implied) all of the statements set out at para.21 of the Particulars of Claim, and in any event Boohoo denies or does not admit that those statements were untrue or misleading: 10.4. Boohoo denies that it was required to include the Alleged True Position (or any parts thereof) in the Published Information. 10.5 In circumstances where the Claimants’ delay claim is inadequately particularised, Boohoodoes not admit that it delayed the publication of the Alleged True Position: “10.6. Boohoo denies that any PDMRs within Boohoo (i) knew or were reckless as to whether the Published Information and/or the alleged statements were untrue or misleading, (ii) knew of the alleged concealment of material facts in the Published Information and/or that such concealment was dishonest, or (iii) knew of Boohoo’s alleged delay in publication and/or that such delay was dishonest. It is Boohoo’s position that the PDMRs acted honestly and in good faith at all times. 10.7. Boohoo requires the Claimants to prove that they acquired, continued to hold and/or disposed of Boohoo shares in reliance on the Published Information and/or the alleged statements and/or omissions at a time when, and in circumstances in which, it was reasonable for them to do so. The Claimants have so far failed to provide any particulars of their alleged reliance. 10.8. Boohoo requires the Claimants to prove that they have suffered loss in respect to the Boohoo Shares as a result of the alleged statements and/or omissions and/or delay. 10.9. Boohoo denies that the Claimants are entitled to any compensation, interests or costs.”

[15]So, the claimants have to prove under para.3 of Sch.10A FSMA that the defendant’s Published Information contained untrue or misleading statements, or omitted something that should have been published. A PDMR has to have had knowledge that the statements were untrue or misleading or been reckless as to the same. Under para.5 of Sch.10A FSMA, the claimants have to show that there was delay in publishing correct information and that PDMRs were acting dishonestly in delaying publication.

[16]Under para.5, there is no reliance requirement, but there is such a requirement for the para.3 claim. Each of the claimants has to show that they acquired, continued to hold, or disposed of securities in reliance on the Published Information, and it was reasonable for them to have done so. They also have to prove that they suffered loss as a result. Split Trial

[17]As is common in these claims, a few of which I have had the privilege of hearing, but only in relation to CMCs and interlocutory matters, there is much tactical posturing by both sides. The defendant always complains that the claimants are trying to throw all the burden onto them by deferring claimant-side issues, such as reliance, to Trial 2; and the claimants always maintain that it is extremely onerous for them to have to both establish the defendant’s liability, and deal with other necessary parts of their claims, such as standing and quantum, at a first trial. It is necessary, it seems to me, to cut through that and to test whether the arguments that are put forward are truly substantial enough to be maintained.

[18]Mr Mott suggested that there is now an established approach to case management of s.90A FSMA claims, and it is true to say that some such claims have followed similar courses. But the trouble is, as I pointed out during the hearing, that none of those cases have actually gone to trial, or certainly not to a concluded trial, as they have all settled before or at trial. Most recently, that happened in the case in which I was the assigned judge, and ruled on a number of matters, Various Claimants v Standard Chartered plc . The effect of this is that we do not know if this form of case management actually works in the end. I suppose it may indicate that they have been effective to bring about settlements, which is a good thing.

[19]I and my colleagues dealing with these cases have sought to manage them in accordance with the overriding objective, but most importantly by reference to the particular case before us in terms of the live issues in that case, the scale of it, the practicality of a particular course, and whether a fair balance has been struck as between the parties, together with a fair allocation of court resources. I do not believe that there is a one size fits all in this jurisdiction. All the cases are large and require much careful management, but there are differences of scale and complexity and I believe it is important not slavishly to follow what has happened in other cases, but to see if that is appropriate for the case in hand, all with the objective at the end of the day of having an efficiently run and fair trial process.

[20]The reliance issue in s.90A and para.3 of Sch.10A FSMA is a hot topic. In Allianz Funds Multi-Strategy Trust and ors v Barclays plc

[2024] EWHC 2710 (Ch)

, Leech J struck out the so-called common reliance or price reliance claims on the basis that they could not succeed at trial. A few months later, the same issue was brought before me in Various Claimants v Standard Chartered plc

[2025] EWHC 698 (Ch)

, when I decided not to strikeout such claims and to leave that difficult issue to be decided at a trial. Unfortunately, both the Barclays case and Standard Chartered have settled before getting to the Court of Appeal, so we do not have a definitive ruling on this issue. I refer to this not to show that we Financial List judges do disagree with each other sometimes, but, as Mr Mott accepted, to emphasise that this is a very important topic for the market because it affects whether a large part of the investing market, in particular, tracker funds and the like, are able to bring such claims.

[21]Following the Barclays decision, the claimants in this case divided themselves into two categories, essentially: those that were only relying on common or price reliance, which were placed into a Category 2; and everyone else, namely, those who were relying on individual reliance claims as well as common reliance, and these were put into Category 1.

[22]As has become normal in these cases, from the middle of last year, the claimants’ solicitors prepared questionnaire forms for sending to their clients to establish which forms of reliance each claimant was relying on for the purposes of the claim. Those forms had Tables 1 to 3. Table 1 was to identify which sub-categories of Category 1 that particular claimant was in. That is: did they read the published information themselves itself; Did they read the financial press; or was there some form of conduit reliance? Tables 2 to 3 were for further detail around the names of the individuals within the respective claimant who are said to have specifically relied on the Published Information and the names of all the relevant information sources that were relied upon by that particular claimant.

[23]As explained in Mr Mott’s skeleton, but unsupported by any witness statement, by the middle of December 2025, the claimants’ solicitors had been encountering difficulties in getting the forms back from the claimants, and they considered that they needed to take a more bespoke approach to gathering information from the claimants. The claimants’ solicitors informed the defendant’s solicitors that they would not be able to complete the process by the time of this CMC.

[24]On 23 January 2026, the claimants’ solicitors did manage to provide some of the reliance forms, but that was on behalf of just 15 claimants out of some 52 that are still participating in this litigation. That is obviously a disappointing outcome. The claimants need to be actively engaged in these proceedings that they have decided to join in bringing, and this aspect of reliance is a necessary ingredient of their claims, and they have had a considerable amount of time to get the matter sorted.

[25]The defendant complains about the claimants’ approach and the fact that not only are there reliance forms for only 15 of the claimants, but also that it is only the Table 1 information that has been provided. They say that they need the Table 2 and 3 information too. The claimants say that they told the defendant about this some time ago and the defendant appeared unconcerned. That may be something that needs addressing in the further directions that I will need to make after resolving this issue.

[26]The position that the reliance issue has reached is that there is agreement on the following:(i) that there should be a split trial;

(ii) that the reliance issue should be tried by reference to sampling of claimants;

(iii) that the sampling process will be resolved at the next CMC; and

(iv) that there be disclosure from those sample claimants before Trial 1. It is unclear whether the claimants would agree to the provision of witness statements also before Trial 1, but maybe that also needs to be explored further. Those are the agreed issues.

[27]What the parties disagree on is where the split should fall. The claimants say that Issues 1 to 16 in the agreed list of issues should be the only issues in Trial 1. That includes all the issues in relation to the claimants’ standing and the defendant’s-side issues, namely: the alleged true position; the alleged untrue and misleading statements, omissions and dishonest delay; and essentially all the defendant’s liability issues. But Issue 17 in the list of issues is that of reliance, and it is in the following terms:

“whether the claimants acquired, continued to hold and/or disposed of Boohoo shares in reliance on the Published Information and/or the alleged statements and/or omissions at a time when, and in the circumstances in which, it was reasonable for them to do so”

. The claimants say that that issue 17 should go together with the causation and loss issue in Issue 18 to Trial 2. The defendant says that the reliance issue in Issue 17 should be in Trial 1.

[28]Mr Mott is certainly right to say that the orthodox position is that there should be a split trial in s.90A FSMA claims, and he relied on three cases for saying that it is also orthodox for the reliance issue to be split off. He referred me first of all to Electrical Waste Recycling Group Ltd v Philips Electronics UK Ltd

[2012] EWHC 38 (Ch)

where Hildyard J said that there needs to be a careful demarcation of the split when ordering a split trial. I agree.

[29]However, I also agree with Ms Tolaney that the starting point should be to try as much as possible in Trial 1, and that if there is to be some split of the issues, that there needs to be a good reason for sending something off to a later trial. It is generally a better use of resources and case management to try as much as possible in one go.

[30]So, the cases that were relied upon by Mr Mott were:Allianz Global Investors GmbH and Ors. v RSA Insurance Group Limited

[2021] EWHC 2950 (Ch)

an unreported decision of Miles J, as he then was, on 28 February 2022; Various Claimants v G4S Limited (formerly G4S PLC)

[2022] EWHC 1742 (Ch)

, a decision of Falk J, as she then was; And related to G4S,Various Claimants v Serco Group plc

[2022] EWHC 2052 (Ch)

, also heard at the CMC by Falk J.

[31]In all of those cases, reliance was hived off to a Trial 2. However, Miles J in RSA initially had reliance in Trial 1, but at the fourth CMC when he was reconsidering the matter, he revisited that decision and, given the proximity to trial and the newly appreciated complexity of the issue, he decided that it should be deferred.

[32]It is right to say – and this was emphasised by Mr Mott – that part of Miles J’s reasoning was that there is an overlap with issues of causation and quantum, and that is what Mr Mott is principally praying in aid here on this application. Falk J followed Miles J’s lead in G4S and Serco, but she did set out, in particular in G4S, carefully why she was doing so.

[33]Mr Mott did not have much to say about the two following cases that went in a somewhat different direction, Barclays and Standard Chartered, both of which I have already referred to. In Barclays, Leech J ordered everything except quantum, but including certain principles of loss, to be at Trial 1. In Standard Chartered, I ordered that common reliance claims be tried by sample in Trial 1, leaving the individual reliance claims to Trial 2. That case was on a quite different scale to this one, with some 1,500 funds claiming, and the Trial 1 itself was listed for 75 days. I considered that the discrete and important issue of common reliance could be easily accommodated within that 75 days listing.

[34]I can now see that it may now look a little odd, particularly as there is likely to be a considerable overlap between individual reliance cases, certainly in relation to implied representations, which are at the edge of individual reliance and common reliance. As both Leech J and I said on our respective strikeout applications, there is an unclear dividing line between the two forms of reliance. I should say that Ms Tolaney adopted that approach of mine in Standard Chartered as her alternative argument if I was not with her on reliance in total being tried as part of Trial 1. It seems to me that it would be better, however, and certainly in a case like this, to keep the whole issue of reliance in one place.

[35]Mr Mott addressed me on why that was necessary, and I agree with him. But he, of course, said that for similar reasons, reliance issues go hand in hand with causation issues, and that that is the main reason why it would be sensible to have them tried in Trial 2. His argument to this effect was based on what he said was a significant risk of overlap and duplicative evidence if reliance and causation are separated. He submitted that similar counterfactuals would need to be considered at trial in relation to reliance and causation, although they are perhaps looking at the matter slightly differently. As he said orally, the reliance counterfactual – that is, “What would the claimant have done if the misleading statements or omissions had not been made?” – concentrates on the mental processes involved and what might have influenced any decisions that were made. The causation counterfactuals focus on externally observed decisions in the real world and their financial consequences. He, therefore, submitted that the two could not easily be separated and really form some sort of counterfactual continuum, and it would not make sense to split that in half.

[36]As attractively as this was put, I think it is too theoretical a way of looking at it. I approach this much more practically. Although there was some discussion between the parties as to whether there would need to be sample claimants for the purposes of causation and loss, and that those might not be the same as those selected as samples for the purposes of reliance, I have some difficulty in seeing how sample claimants for loss is going to be possible. Each claimant will have to prove their own loss. They will also have to prove that that loss was caused by the defendant’s actions and their reliance on it, but it is agreed that reliance can be tried by way of sample because it will only be necessary to cover off the different forms of reliance that have been pleaded. Those sample claimants will represent all other claimants in the same category of reliance, and findings made in Trial 1 would, of course, be binding in any future trials in these proceedings.

[37]The fact that there may be some overlap in the issues of reliance and causation will simply mean that those perhaps overlapping issues will have been decided in Trial 1, and the remaining issues of causation, if there are any, will be shaped by the outcome of Trial 1. The claimants will have to bring whatever evidence they need to prove their case on reliance to Trial 1. If they do not prove reliance, then those claimants who fail to prove it would drop out; and any that did manage to prove reliance will continue to Trial 2, where they have to bring whatever evidence is needed, whether expert or factual, to prove causation in the light of the findings in Trial 1.

[38]Ms Tolaney threw out an alternative in her oral submissions of including causation together with reliance in Trial 1, thus recognising, as Mr Mott said, that there was an overlap between the two. There clearly is but, in my view, it is better to stick to the agreed split in the list of issues which has reliance as a separate issue to causation and loss. If one is looking for a convenient split, as per the Electrical Waste decision, it seems to me that this is best done by what the parties considered to be the separate issues that arise.

[39]As I have said, the parties are well able to marshal their evidence to deal with the reliance issue at Trial 1, and the Court will be able to resolve all issues on that, and then, depending on the outcome, to adjust and adapt to the new world thereafter and marshal whatever is needed to deal without any outstanding issues on causation and loss.

[40]Mr Mott also relied on what he said were the significant burdens on the Court and the parties to try reliance in Trial 1. I have already said that I simply do not see that. The Court is well used to dealing with complex matters such as this and the overall trial length and timetable is not so outlandish that it requires issues to be relegated to a further trial, when the parties can be ready to deal with them at Trial 1, and it can be accommodated within a proportionate and sensible trial timetable.

[41]The suggestion is made – and this is dealt with in G4S particularly – that the claimants’ proposed split will be likely to save costs overall, because if they win Trial 1 and establish the defendant’s prima facie liability, the case will be more likely to settle. If they fail to establish liability, they will not have wasted any costs on reliance. But this does not work necessarily so neatly. If the claimants are to disclose documents and provide witness statements before Trial 1, it makes sense to simply go ahead with trying the issue. No parties have said that they cannot do so, and the matter is more likely to settle before Trial 1 if the parties have more information and evidence about the other side’s case and are able to assess its strength. They will be in a similar position after Trial 1 when they know the result on more of the issues in the case.

[42]There is also the knotty problem of potential appeals. This was also addressed by Falk J in G4S at para.61 when she referred to the concept of bifurcated appeals. She considered that an appeal was less likely on the defendant’s side issues if they were only tried at a first trial because they would be largely fact-based. That is, of course, correct, but I do not feel that the complications arising from an appeal after Trial 1 on reliance issues should be a particular factor in deciding whether to try reliance then.

[43]Mr Mott suggested that it would be better for there to be an all-encompassing appeal after a Trial 2, which would include all the legal issues on reliance, causation and loss. In an ideal world, maybe so, but a lot will happen in this case before getting to a Trial 2, if it ever does. I do not believe that an appeal after Trial 1 on reliance will leave either the Court or the parties in a materially worse position in terms of case management. It might delay Trial 2, or it might make Ttrial 2 redundant. There are too many different possibilities.

[44]What it comes down to at the end of the day is that, in a case of this size, and by that I mean considerably smaller than say Barclays and Standard Chartered, both of which included reliance or a part of the reliance issue in Trial 1, and where the parties can be ready for a trial on reliance as well as the defendant-side issues for next October 2027, I see no good reason for deferring reliance to Trial 2. I think the starting point should not be the so-called orthodox position established in RSA and G4S. Rather, the starting position should be, like in most other forms of litigation, that, save perhaps in respect of quantum, the parties should expect to have all aspects of the claim tried at a first trial.

[45]The more I see of these cases, the more I think that it is important for the claimants to prepare and get on with their cases by individually engaging with the issues that they need to prove and to do so with evidence from their own side. I would not want there to be any complacency on the claimants’ side, thinking that they can easily avoid having to deal with claimants’-side issues because they are likely to be hived off to a Trial 2. Where reliance can be dealt with at Trial 1, and it is reasonable for the parties to be ready to do so, I think that that should be the norm. Accordingly, I will direct that the reliance issues should be tried at Trial 1 to start, if listing can accommodate this, in October 2027. As I have said, I will have to hear the parties on the directions that follow from this ruling. Defendant’s Disclosure

[46]Before I do so, I need to deal with the arguments that I have heard in relation to the defendant’s disclosure both yesterday and today. Because of the stance taken by the claimants as to trial split, they have not served their own s.2 of the “DRDs” – the disclosure review documents – and the defendant has complained about this. Perhaps we will come on to deal with that, but in relation to the defendant’s disclosure obligations, the s.1 of the DRD is largely agreed, the exception being an issue concerning narrative documents.

(a) Narrative Documents

[47]The defendant has agreed, in relation to all of the issues for disclosure, that it will provide Model D extended disclosure. Model E would be what used to be called Peruvian Guano, train of inquiry, documents but that has not been sought by the claimants. Instead, they seek narrative documents, a sort of hybrid category in between Model D and Model E. In Appendix 1 to CPR PD 57AD, a narrative document is defined as:

“... a document which is relevant only to the background or context of material facts or events, and not directly to the Issues for Disclosure.”

[48]As Ms Tolaney said, the default assumption in para.8.3 D(3) of that Practice Direction is to exclude narrative documents “where it is reasonable and proportionate to do so”. The assumption behind that is that, without an order, the receiving party should not be burdened by such documents. In other words, it is a message to the disclosing party that these irrelevant, or only perhaps tangentially relevant, documents should not generally be disclosed.

[49]The White Book commentary says that such documents, the narrative documents, should only be directed:

“... where there is a real as opposed to fanciful prospect that in connection with a particular issue a document exists which is relevant only to the background or context of material facts or events and not directly to the issue, but which would nonetheless be sufficiently important to the party’s cases that it merits searches, analysis, and the other costs of disclosure, and (2) no real likelihood that such a document will emerge as a result of the disclosure exercise in respect of any other issue.”

[50]As Ms Tolaney submitted, that seems to have three requirements:(1) that such a narrative document exists;

(2) that it would be sufficiently important to the party’s cases; and

(3) that the document will not emerge another way in relation to any other issue.

[51]Mr Mott did not identify any particular document or category of documents. He gave a helpful example in oral submissions as to the sort of document that might exist concerning the pricing of products by suppliers that may indicate knowledge on the part of the defendant, or PDMR in the defendant, as to what was going on in that supplier, but it was very general and unspecific. He had no idea whether such a document might actually exist. He said that that is because of the asymmetry of information in this case, and indeed that it is therefore a paradigm case in which to redress that balance, and that that should therefore lead to a direction to disclose narrative documents. But my concern is how the reviewers of disclosure on the defendant’s side are meant to work out whether a document is in the category of narrative document when it is not spelled out what that means in practice. There may thousands of emails where the price of products are discussed but none of them have any relevance to the issues in the case. Are all those to be disclosed because they might provide some context to the issues in dispute?

[52]Mr Mott, this morning, referred me to a decision of Master Marsh, in The University of Sheffield v KuDOS Pharmaceuticals Limited and Ors.

[2025] EWHC 1243 (Ch)

.In that case, Master Marsh seems to disagree with what I have just quoted from in the White Book, and which was based on what Mr ter Haar, sitting as a Deputy High Court Judge, said in the case of Bouygues (UK) Ltd v Sharpfire Ltd

[2020] EWHC 1309 (TCC)

[53]Master Marsh also went on to say that he thought that in deceit claims maybe a wider form of disclosure is appropriate. He ordered narrative documents to be disclosed on some issues but not others. It seems to me that there was a far closer identification of the issues to which narrative documents should or should not apply in that case. There was also no discussion as to the likelihood of such documents existing.

[54]Mr Mott also relied on the White Book commentary in relation to fraud, where it says:

“Such disclosure is also likely to be more appropriate for fraud claims and those that involve secret meetings, obscure processes or hidden participants.”

[55]There was a somewhat arid debate about whether this is a fraud claim or not.The claimants allege dishonesty and knowledge of untruthful and misleading statements by PDMRs. But it seems to me that, under Model D, the claimants will be getting wide-ranging disclosure on the alleged true position which involves the defendant’s supply chain practices and processes, corporate governance, and the knowledge of PDMRs.

[56]Mr Mott attempted to rely on the fraud provision by referring to the defendant’s dealings with its supply chain as being “obscure”. But that cannot mean that all documents between the defendant and its supply chain are relevant because they might provide some context to the documents that are relevant to the listed issues. I think that the claimants need to be a lot more specific as to the category of documents that they say there is a real prospect of existing and explain the importance of them over and above the relevant documents that will be disclosed. At present, I am unclear on what they are actually seeking, and if I am unclear, I believe that the defendant and, more importantly, those conducting the reviews of disclosure will have difficulty recognising such narrative documents. So, I am not going to direct narrative documents to be disclosed. That is not to say that the claimants cannot apply at a later time for such documents but, in any such application, they will need to be much more specific.

(b) Early Disclosure

[57]The next point to be taken was actually an application by the claimants for early disclosure. Ms Tolaney pointed out that no application had actually been made in such respect, and it being an unusual application, it would have been better for there to have been an application supported by evidence. Mr Mott said that the application had been included in the case management information sheet and that, according to the Commercial Court Guide, if such an application does not require evidence, it could be done informally in that way. While I do not normally stand on formality, I do consider that it would have been preferable for this to have been made by way of an application supported by evidence. It is not a usual application, and it would have benefited with some evidential support.

[58]What the claimants are seeking are(1) documents provided by the defendant to Baroness Levitt KC and/or her team of advisors for the purposes of preparing her report; and

(2) any contemporaneous documents provided by the defendant to its D&O insurers since July 2020 in connection with these proceedings.

[59]While I understand the desire to receive documents early, I am afraid that I think this application is misguided. Mr Mott said that the requests had been made because it was assumed that both sets of documents were “readily available” and “readily located”, and that was the way that Bryan J put it when ordering early disclosure in Various Claimants v Glencore plc

[2025] EWHC 2243 (Comm)

. This was not an unreasonable assumption to make, and they have been asking the defendant for some time for either an index to such documents and/or their disclosure. The defendant confirmed through Ms Tolaney that certainly the Levitt documents, of which there are about 5,000, are collated and in one place. Of course, all relevant documents in that bundle will be disclosed in due course as part of the defendant’s Model D disclosure. They will have to be checked for privilege and the like, and I agree with Mr Mott that it is highly likely that all or most of the documents disclosed to Baroness Levitt will be relevant.

[60]There needs to be a good reason for early disclosure and not following the usual course. Mr Mott suggested three reasons:(i) it would enable them and the court to engage with the defendant’s disclosure at an earlier stage, and therefore the scope of that disclosure including key words and custodians;

(ii) it would reduce the pressure on the timetable, in particular, there is an asymmetry of information in this case, and it is difficult for the claimants in this situation to receive all the disclosure in one go and have to go from there; and

(iii) he said it might promote settlement.

[61]Ms Tolaney responded to these points as follows. First of all, in terms of helping in sorting out the scope of the defendant’s disclosure, she said that there has already been active engagement on the keywords front. The claimants have suggested 100 extra keywords, and the parties are in active discussion over this. I am dealing with custodians in a moment, but it is difficult to see that early disclosure will change anything on that argument. But Mr Mott emphasised, in his reply submissions this morning, that the documents may throw up a keyword that had not been identified before. I think that that is very unlikely and really quite speculative.

[62]Secondly, as to the asymmetry of information, Ms Tolaney said that the claimants are in a better position than most, and that they already have both the open and closed versions of the Levitt report, together with the five reports of Sir Brian Leveson’s review group, all of which give a lot of relevant information, and which have been heavily relied upon so far in their case. In terms of easing the burden on the claimants, there are plenty of matters that can be focused on between now and the giving of disclosure by the defendant in October, namely getting their own house in order in terms of standing and reliance and providing disclosure in relation thereto.

[63]I do not think it is right, therefore, in the circumstances of this case, to subvert the usual processes and timetable to require a specific category of documents to have to be reviewed and disclosed early. The documents will be provided in the usual way. I should add that I saw no basis for the disclosure of the documents provided to the defendant’s insurers. It seems to me that that could potentially open up all sorts of issues around privilege and the like, and that the relevant disclosable documents in that category will necessarily be included in the defendant’s Model D disclosure in due course.

(c) Custodians

[64]Finally, I need to turn to the defendant’s selection of custodians. As I said, the parties are attempting to engage on keywords, and they have not asked me to rule on that at this stage.

[65]The defendant’s first draft of the s.2 DRD was sent to the claimants’ solicitors on 9 January 2026. That had 10 custodians listed for the Relevant Period as defined in the Particulars of Claim (1 January 2017 to 25 September 2020) - but also including two months extra at the start (so from 1 November 2016) and a large number of keywords.

[66]The claimants’ solicitors responded on 26 January 2026, a week before the exchange of skeletons for this CMC. They challenged large parts of the draft DRD, proposed 26 extra custodians and an extension to the date range of some 19 months after publication of the Levitt report. They asked for a response in two working days. On 29 January 2026, the claimants’ solicitors proposed an additional 100 keywords.

[67]On 30 January 2026, the defendant sought to engage with the claimants through their respective solicitors, although it considered that the claimants’ suggestions were disproportionate. The defendant agreed five more custodians and an extension of the period for disclosure to 31 December 2020. As to the keywords, as I have said that is an ongoing process, and I am not being asked to rule on it, and I hope progress can be made on that. But it seems I do need to rule in relation to the period for disclosure and certain suggested custodians, although that has considerably narrowed as a result of concessions this morning.

[68]In relation to date range, the argument now is over whether it should end on 31 December 2020 or 9 June 2021, which is the date of the Leveson third report. The thinking behind that extended period is that the claimants have been put to proof of the alleged true position in the supply chain and the issues in Leicester by the defendant’s admission of that being limited to that being so only as at the date of the Levitt report.

[69]Ms Tolaney said that, because of the admissions made in the defence as to the alleged true position, there did not need to be extended disclosure in the post-Relevant Period. But the admissions made in the pleadings wwere very limited, as I have said, and the claimants do need to see what was happening post-Levitt report in the Agenda for Change programme (“A4C”), which was being monitored and reviewed by Sir Brian Leveson, Mr Tim Godwin, a former Deputy Commissioner of the Metropolitan Police, and others. That work led to some 64 suppliers being removed from the defendant’s supply chain. It does therefore seem to me that the reviews and the disclosures made to the reviewing bodies potentially could reveal what the true position was before the Levitt report, and so assist the claimants in proving their case, which has not yet been admitted by the defendant.

[70]That seems to have occurred to the defendant as well overnight, as Ms Tolaney helpfully made the following suggestions this morning:(1) in relation to the Leveson reviews and those people involved in them being custodians, that this can be adequately covered by the person who was acting as the liaison between the defendant and the review bodies, Mr Tom Kershaw, who is already a named custodian. Anything passing from the defendant to the review teams would have gone through him and should be captured by his documents. Also, the defendant agreed to the claimants’ date range to 9 June 2021 applicable to Mr Kershaw only, and that has been agreed by the claimants. Therefore, it seems to me that there is no further issue on the end-date for disclosure at this stage.

(2) In relation to Sir Brian Leveson and KPMG and the other people involved in A4C who the claimants were seeking to include as custodians, Ms Tolaney has said that the defendant is prepared to write to Sir Brian Leveson to see if he would be prepared to disclose documents that were either received or prepared during the review period, and for those documents to be disclosed. Again, the claimants, through Mr Mott, are content with that course and, on that basis, do not push for Sir Brian, KPMG, Tim Godwin and others to be custodians at this stage. As we discussed, there may be a problem on that front with whether the documents would be within the defendant’s control, but that resolves that issue for now.

[71]That only leaves two categories of custodians to be resolved. The first is Umar and Samir Kamani, who are the sons of the founder of the defendant, Mr Mahmud Kamani. They are not themselves PDMRs – although their father very clearly is – but they were very involved in the business, in particular in relation to two brands, prettylittlethings and boohooMAN. The Kamanis, as a family, have a considerable shareholding in the group, and it is clear that there were close relationships with their suppliers in Leicester going a long way back. It is also clear that Mr Kamani senior retained close social relationships with some of the suppliers there, and Mr Mott showed me the evidence for that in the Levitt report.

[72]In my view, it is likely that the sons would have discussed matters relating to the business with their father, and in particular concerning dealings with the defendant’s suppliers, and that may provide evidence as to PDMRs’ knowledge of what was going on there. I think it is reasonable to suppose that there are relevant categories of documents in Umar and Samir Kamani’s control, including say WhatsApp messages, and I think that it is not disproportionate in the circumstances to include them as custodians.

[73]As to the last category, the person known only as the “assistant company secretary”, they were the point of contact with the Levitt inquiry but were the most junior member of the Review Working Group. The other three members of that Group are custodians, so the claimants will be getting all or most of the documents, in any event, that were provided to Baroness Levitt. If this person was merely the conduit for such documentation, it does not seem likely that there will be any other documents in their possession that will not be disclosed anyway. So, it seems to me that there is no good reason to include the assistant company secretary as a custodian at this stage.

LATER

[74]I need to rule on certain outstanding directions related to the timing of particulars of reliance, the content of those particulars, the sampling process, and what is to happen at CMC2, which the parties are endeavouring to list for one or two days in the middle of July.

[75]As I ruled this morning, the reliance issue will be tried at Trial 1, which the parties will attempt to list to be heard from October 2027. Given that that is the situation, it is clear that the reliance issue, and the evidence and sample claimants that are going to provide the material for that to be decided, need to be sorted out as soon possible, and the claimants, in particular, need to get on with establishing their case in that respect. As Mr Mott said, there are, essentially, two strands before me. The first is whether the particulars of reliance and the evidence in support is needed for the sampling process; and, the second is whether the particulars, and evidence in relation to reliance, are needed generally for the proper conduct of the case.

[76]I repeat my concerns about the time that it appears to be taking to get the necessary information from the claimants. As Ms Tolaney put it, the claimants are sophisticated persons - some are huge pension funds in America – and they should be capable of dealing with requests for necessary information from their lawyers. Last August 2025 was when the process for obtaining reliance forms was established, and the claimants’ solicitors were seeking the information in Tables 1 to 3 of the form that they had devised and sent out to their clients.

[77]Table 1 is a tick-box exercise whereby the claimant, in respect of each fund that is claiming in these proceedings, has to identify the form of reliance that they are putting forward. It requires consideration as to which relevant individuals at the claimant, as so defined, read or was aware of the Published Information, and how the decisions were taken to buy, sell or hold onto shares in the defendant. So, it seems to me fairly clear that the relevant individuals – which is defined as the members of staff who were responsible for, or involved in, making investment decisions in relation to the relevant trades in Boohoo shares during the Relevant Period – needs to have been identified by the claimant before it would be able to complete Table 1. Table 1 identifies all the different sub-categories of reliance that might exist in that claimant’s case. It seems to me that it would be difficult properly to complete Table 1 without also knowing the information as to the identity of the relevant individuals that would go into Table 2. Table 3 is a far more granular exercise and seeks, basically, further evidence in support of the box that was ticked in Table 1.

[78]Ms Tolaney said that this was essential information for sampling, and it appears that the claimants also thought that originally. I agree that it is information that needs to be provided by the claimants to the defendant if they are properly to particularise their case, but I do not think it is actually necessary for the sampling process. Having said that, I do not want the claimants’ feet taken off the throttle. That information needs to be provided, and I understand that the claimants’ solicitors will indeed be pushing their clients again to provide that information.

[79]It certainly appeared that, once there was a delay in getting the information first time round, that the claimants’ solicitors may have decided not to press for the information in Tables 2 and 3, but I think that that is not the right way to go. They need to continue to press their clients for that information. As I have said, I think the Table 2 information would have been necessary information to have obtained before completion of Table 1, but that also probably applies to the information that is being sought in Table 3. So, even though it is not essential for the sampling process, it is necessary information, and I want to keep the pressure on the claimants to provide that information.

[80]So, what I am going to direct is that the claimants provide full particulars of reliance. By that, I mean the Tables 1 to 3 information in respect of all claimants by the later date of 22 May 2026. That is the date that the claimants put forward, albeit on the basis that they would need that time in order to get just the Table 1 information, but I think they should be pressing, over the next three months, for the full set of information in Tables 1 and 3.

[81]I expect that by that date at least all the Table 1 and 2 pieces of information in relation to all claimants should be complete. If the Table 3 information is not complete, I would want an explanation in a witness statement as to why that is so.

[82]On the same date, 22 May 2026 – and I think this was agreed anyway – the claimants are to provide their suggestions for sample claimants, and also provide, as they have offered to, a summary of the available documentation from those sample claimants. The defendant will respond three weeks later. If the defendant has different suggestions as to the sample claimants, then the similar summary of available documentation should be provided by the claimants in relation to those other claimants. That will enable both the parties and the Court to determine who are the most suitable sample claimants.

[83]In relation to the s.2 DRDs which the defendant is pressing for in relation to sample claimants, I do not think it would be appropriate for me to make a specific direction in relation to s.2 DRDs. But as I made clear during the hearing, I would expect the claimants to at least begin to prepare s.2 DRDs in relation to all those claimants that are agreed to be sample claimants. As I have said, I will not direct it, but the position will obviously be reviewed at CMC 2, and I would expect significant progress to have been made in the meantime on that front. It must be clear that I am determined that this matter must be ready for trial in October 2027. That is why I think it is essential that full particulars of reliance are provided as soon as possible. So, those are the directions that I will make. ______________