Dignity Funerals Limited & Anor v Inertia Financial Consultancy Designated Activity Company & Ors

Neutral Citation Number: [2026] EWHC 2271 (Ch) Case No: BL-2026-000741

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES BUSINESS LIST (ChD) Rolls Building Fetter Lane London EC4A 1NL Date: 28 August 2026 Before : Richard Farnhill (sitting as a Deputy Judge of the Chancery Division) - - - - - - - - - - - - - - - - - - - - - Between : (1) DIGNITY FUNERALS LIMITED (2) VERONICA LAKE Applicants/ Claimants - and - (1) INERTIA FINANCIAL CONSULTANCY

DESIGNATED ACTIVITY COMPANY (a company registered in the Republic of Ireland) (2) PRIDE PLANNING HOLDINGS

DESIGNATED ACTIVITY COMPANY (a company registered in the Republic of Ireland) (3) MANCHESTER TRADING 123 LIMITED (formerly known as Pride Planning Limited) (4) ADAM PAUL DEERING (5) MICHAEL DAVID NOBLETT Defendants/ Respondents (6) CHRISTOPHER JAMES BURGESS (7) REDSHANK BUSINESS SERVICES LIMITED (8) STEPHEN PAUL BOLD (9) DAVID MATTHEW BENSON-FRANCIS (each as trustees or purported trustees of the Pride Planning Trust) - - - - - - - - - - - - - - - - - - - - - Defendants - - - - - - - - - - - - - - - - - - - - - Fenner Moeran KC and Jennifer Seaman (instructed by Macfarlanes LLP) for the Applicants Timothy Killen KC and Karl Anderson (instructed by HF Limited) for the Respondents Hearing dates: 30-31 July 2026 - - - - - - - - - - - - - - - - - - - - -

JUDGMENT Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy Richard Farnhill (sitting as a Deputy High Court Judge of the Chancery Division): 1. 2. 3. 4.

5. The Third Respondent, which at the relevant time was called Pride Planning Ltd (Pride Planning), was a funeral plan provider. Its customers paid regular sums for funeral plans, which covered some or all of the cost of their funerals when they died. The payments were not made to Pride Planning itself, however, but to a trust called the Pride Planning Trust (the Trust) of which the customers became beneficiaries. Pride Planning had the power to appoint the trustees of the Trust, but once those trustees were appointed it was intended that they were independent of Pride Planning and instead, in the ordinary way, were to owe their duties to the beneficiaries of the Trust. At least part of the reason for that arrangement was that at the time it avoided the need for Pride Planning to be FCA authorised. The legal position changed in 2022, after which all funeral plan providers required FCA authorisation. Ultimately, Pride Planning elected not to seek that authorisation and on 12 October 2022 entered into an agreement (the Asset Sale Agreement) with the First Applicant (Dignity) and the then trustees of the Trust to transfer its business to Dignity, which is also a funeral plan provider and was FCA authorised. Following the Asset Sale Agreement customers were contacted by Pride Planning and offered the opportunity to take out a plan with Dignity. Many customers took up that

opportunity. As part of that process, they agreed to transfer certain interests in respect of the Trust to Dignity. The form and precise language of those agreements varied; some were in writing, some on a website and some agreed by telephone. The terms and effect, if any, of those agreements will be a matter of dispute in the main proceedings. This is an application for interim relief and I do not seek finally to prejudge the question of whether those agreements have legal effect, and if so what it is. However, they were referred to before me as the Assignments and I will use that term in this judgment. Pride Planning considered that the effect of the Assignments was to give it a claim for cancellation fees against the Trust (the Cancellation Fee Claim). It raised this claim with the then trustees, Mr Burgess, Mr Bold and Mr Benson- Francis, who are the Sixth, Eighth and Ninth Defendants respectively in these proceedings but not Respondents to this Application. Mr Bold and Mr Benson- Francis considered the Cancellation Fee Claim to be misconceived. Shortly thereafter Pride Planning purported to remove Mr Bold and Mr Benson- Francis and replaced them with Redshank, the Seventh Defendant and, again, not a Respondent to this application. The efficacy of those steps is disputed by Dignity but for current purposes those were the facts on the ground: whether it was legally right or not, from that point Mr Burgess and Redshank were calling the shots on behalf of the Trust and Mr Bold and Mr Benson-Francis were not. Again, without prejudging that question I will refer to Mr Burgess and Redshank as the Trustees.

6. Very soon after that, Shoosmiths, acting on behalf of Pride Planning, wrote to the Trustees asserting the Cancellation Fee Claim, enclosing very short draft Particulars of Claim (the Draft CFC Particulars) and threatening to seek a Page 3 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 7. 8. freezing injunction if certain questions were not answered. The Trust had previously instructed Taylors solicitors to advise on certain issues in connection with the Trust, including on the Cancellation Fee Claim. Mr Deering, the sole director of Pride Planning, spoke to Mr Burgess to inform him that Taylors would have a conflict of interest acting against Pride Planning and recommended Mr Chinnery of Valemus Law (Valemus). The Trustees accepted that recommendation and instructed Mr Chinnery. Within a matter of days Mr Chinnery was advising the Trustees that their position was hopeless and within two weeks a provisional settlement was agreed in which the Trustees agreed to pay Pride Planning the whole of the assets of the Trust in settlement of the Cancellation Fee Claim. Dignity asserts that it had interests in the Trust by virtue of the Assignments. The Second Applicant (Ms Lake) was a customer of Pride Planning who was a party to an Assignment with Dignity. The Applicants seek to have Ms Lake appointed as a representative party under CPR 19.9 to represent the interests of Pride Planning customers who sought to assign their interests in respect of the Trust to Dignity. This is to address the potential lacuna that might arise if the Assignments were ineffective such that Dignity had no claim to pursue. That is the first application that I address in this judgment.

9. The main claim asserts the following: i) ii) iii) iv) v) That in paying away the whole assets of the Trust in the face of the Cancellation Fee Claim the Trustees breached their fiduciary duties, notably the duty of loyalty. I understand that claim will be contested in the main proceedings but it was not contested for the purposes of this application. The settlement sums were received from the Trust by Pride Planning, after which they were transferred to Inertia (the First Respondent) to hold to the order of Pride Planning Holdings (the Second Respondent). Claims in knowing receipt are asserted against all three parties. It is claimed that Pride Planning and its sole director, Mr Deering (who is the Fourth Respondent) and Pride Planning Holdings and its directors, Mr Deering and Mr Noblett (who is the Fifth Respondent), dishonestly assisted in the breach of trust. There is a claim in unlawful means conspiracy against Mr Deering, Mr Noblett, Pride Planning and Pride Planning Holdings. Further claims are asserted in unjust enrichment and under the rule in Re Diplock against Pride Planning, Pride Planning Holdings and Inertia.

10. In this application the Applicants seek a proprietary injunction in support of the knowing receipt claim and a freezing injunction in relation to all the claims along with associated relief, notably disclosure orders. Page 4 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy The representation application 11. The first question, it seems to me, is whether Ms Lake should be joined as a party under CPR 19.9. That provides, so far as is relevant: “(1) This rule applies to claims about – …(b) property subject to a trust (2) The court may make an order appointing a person to represent any other person or persons in the claim where the person or persons to be represented – …(d) are a class of persons who have the same interest in a claim and – to appoint a representative would further the overriding (ii) objective.” 12. Mr Moeran KC submitted that Ms Lake clearly met those criteria. Dignity’s primary position was that it had taken an assignment of the interests under the Trust of roughly 12,000 Pride Planning Customers, but if it were wrong about that those interests must have remained with the individual customers. Without a representative action brought on behalf of all those customers there would in principle be 12,000 or so claims that were factually and legally identical to that being asserted by Dignity. It would further the overriding objective that those claims be brought only once.

13. For the sake of clarity I should note that the Particulars of Claim assert that 17,643 customers “opted in”, that is assigned their rights. While it is not clear how that figure relates to the 12,000 it seems to me that for these purposes nothing turns on the point: Mr Moeran’s argument was that the number of claims was so significant, the only realistic option was a representative action.

14. Mr Killen KC had two points in response. First, he said, the customers like Ms Lake could never suffer a loss because under the Asset Sale Agreement if there was a shortfall in the Trust it was for Dignity to make up that amount. In my view that makes no difference. The claims for breach of trust and knowing receipt are not about loss, they are about recovery of property belonging to the beneficiaries of the Trust or the traceable proceeds of that property. In many cases the customers may not be concerned where the money comes from provided the Trust is made whole, but in principle the distinction is an important one. If, for example, Dignity were insolvent and unable to make good any shortfall there would be a loss in the absence of a proprietary claim. By contrast, if the traceable proceeds of a breach of trust have appreciated in value it may be that the beneficiary is entitled to claim that gain, even where they have suffered no loss. Finally, a claim in breach of trust is ultimately about the vindication of rights, not the recovery of loss. Even where the trust suffers no loss, or indeed makes a gain, a claim may lie against the trustees if they have breached their duties. Page 5 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 15. I appreciate that the question I must answer under CPR 19.9 turns on the facts of this case, and not hypothetical

facts that might arise in due course in this case or in another case. To be clear, I am not raising these distinctions to say if this were a different claim I would make the order sought, so I will equally make it here. My point is simply that the customers of Pride Planning have a claim regardless of loss; the examples I have used merely illustrate that proposition of law. Since a breach of trust claim or a claim for knowing receipt do not depend on showing loss, the fact that there may be no loss therefore seems to me irrelevant.

16. Mr Killen’s second point was that the Particulars of Claim state that Ms Lake only purports to represent those customers who assigned their interests by telephone. Not only did that mean that she only represented those customers who purported to assign their interests orally, and so might have a different interest to those who purported to do so in writing, the Particulars suggest that there was a relatively small minority (roughly 20%) of transferring customers in Ms Lake’s position. That was relevant to whether she should be appointed as a representative. 17. 18.

19. There is a tension between what is said in the Particulars, which as Mr Killen submitted limits Ms Lake to representing those customers who made oral Assignments, and what is said in the application, draft order and witness statement of Mr Ward in support, which seek her appointment to represent all customers who elected to transfer their rights to Dignity to the extent that their rights in respect of the Trust have not been validly assigned to Dignity. Mr Moeran made clear that the latter is the order that is sought. Either way it seems to me that it would clearly favour the overriding objective for Ms Lake to be appointed as a representative party under CPR 19.9(2)(d)(ii). It is entirely impractical for each claim to be brought individually and nor is there any real benefit in allowing that in circumstances where the interests involved and the background facts are so similar. It is, of course, undesirable that there should be a tension between the order appointing Ms Lake as a representative party and the Particulars. It seems to me that the best way to resolve that, in light of Mr Moeran’s clear submissions, is to direct that the Particulars be amended to reflect the fact that Ms Lake is to represent all customers who elected to transfer their rights to Dignity to the extent that their rights in respect of the Trust have not been validly assigned to Dignity, not just

those who did so orally. The facts that give rise to these claims 20. Some, possibly all, customers contracted with Pride Planning on standard terms and conditions (the Terms and Conditions). Significant for this application was clause 12. Given that the effect of this clause was disputed it merits being quoted in full: “12. Cancelling Your Plan Page 6 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 12.1 You have the right to cancel Your Plan within 30 days of the Start Date and to receive a full refund of all monies paid. If You decide to cancel Your Plan within 30 days of the Start Date You must notify Us either: • by writing to Pride Planning Ltd, National House, 80-82 Wellington Road, North Stockport, Chesire, SK4 1HW; • by calling Us on 0800 014 9650; or • by emailing Us at Info@prideplanning.co.uk. 12.2 If You decide to cancel Your Plan in accordance with this clause, We will refund You the balance of any money paid less the Cancellation Fee of £595 and any administration costs accrued to date. Should You have paid an amount equal to or less than the Cancellation Fee, no refund will be payable. 12.3 If You cancel Your Plan, we will have no further obligation to fulfil Your Plan.” 21. “Us”, “We” and “Our” were defined to mean Pride Planning Ltd. “You” and “Your” meant the plan holder, i.e. the customer. The Trust was separately identified and defined (in clause 8). Obviously, on an ordinary reading of the language of clause 12 it was only a right open to the customer and they could only exercise it for the first 30 days after purchasing their plan.

22. That must be read alongside the definition of Cancellation Fee: 23. “‘Cancellation Fee’ means the £595 charge that applies if You cancel Your Plan more than 30 days from the Start Date or if We elect to cancel Your Plan in accordance with the terms of this Agreement” There is an obvious tension between clause 12 and the definition of Cancellation Fee: the operative provision only applies to cancellations by the customer within 30 days of inception of the plan; the definition relates to a fee payable where the cancellation by the customer is after 30 days from inception. In his witness statement opposing the application Mr Dennis noted that the Cancellation Fee definition contemplates a right to cancel by Pride Planning. It was not clear to me where that fit within the scheme of the Respondents’ case because, as I will go on to address, the Cancellation Fee Claim was premised on, and only on, cancellation by the customers. To the extent it is relevant, what the definition in fact says is that the Cancellation Fee is payable if “[Pride Planning] elect to cancel Your Plan in accordance with the terms of this Agreement”. Mr Killen confirmed in the course of his oral submissions that there is no operative provision in the Terms and Conditions permitting Pride Planning to do so on the facts raised by the Cancellation Fee Claim.

24. Clause 8 of the Terms and Conditions specified that customers did not make their payments to Pride Planning itself but, rather, to the Trust. That clause also addressed what was to happen if Pride Planning was unable to meet its obligations to customers: Page 7 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy “If in the unlikely event we are unable to meet Our obligations under Your Plan and Your Plan has not been used to provide a funeral then the Trust will pay You (a) the amount required to fund the funeral specified in Your Plan; or, if lower (b) an amount equal to the payments made towards Your Plan plus CPI inflation. If there are insufficient funds in the Trust to make these payments, then all payments to plan holders will be payable at a reduced pro rata rate.” 25. 26.

27. There is no reference to any deduction in the amount payable reflecting the Cancellation Fee in such a situation. The Trust was created by a Settlement Deed between Pride Planning (as settlor) and the then trustees dated 31 October 2014 (the Settlement Deed) and subsequently amended by deed on 18 August 2016 (the 2016 Deed), 27 April 2020 (the 2020 Deed) and 14 October 2022 (the 2022 Deed). There is a dispute over whether the amendments in 2020 and 2022 were validly executed and, more broadly, whether the effect of any of the amendments was that the Trust ceased to be discretionary. That dispute is significant in determining what proprietary interest, if any, the beneficiaries had in the Trust.

28. It makes sense to address, first, the nature of the Trust. The starting point is clause 4 of the Settlement Deed. This provided that: “The Trustees shall hold the capital and income of the Trust Fund upon trust for or for the benefit of such of the Discretionary Beneficiaries, at such ages or times, in such shares, upon such trusts (which may include protective powers or trusts) and in such manner generally as the Trustees shall in their discretion appoint. Any such appointment may include such powers and provisions for the maintenance, education or other benefit of the Discretionary Beneficiaries or for the accumulation of income and such administrative powers and provisions as the Trustees think fit.” 29. The Applicants accept that this created a discretionary trust. However, in the 2016 Deed that was amended as follows: “Clause 4 of the Settlement Deed shall be varied as herein set out. The Trustees shall hold the capital and income of the Trust Fund for or for the benefit of the Plan Holder Beneficiaries on the following terms: 3.1 On the death of a Plan Holder the Trustees shall pay to the Settlor the lower of (a) the sum paid by the Plan Holder to the Settlor for the funeral plan plus the Consumer Price Index growth from the date of the inception of the plan to the month of the death, and (b) the amount required to fund the funeral service which the Settlor contracted

to provide under the plan. 3.2 If the Settlor is unable to provide the funeral service it contracted to provide then the Trustees shall pay to the personal representatives of the Plan Holder the sum described at 3.1(a) of this clause. Page 8 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 3.3 3.4 If for whatever reason the Settlor ceases to trade or otherwise ceases to provide funeral plans and/or services, then the Trustees shall pay to each and all of the Plan Holders an amount equal to the sum described at clause 3.1(a) of this clause. If the Settlor becomes insolvent then the Trustees shall pay to all Plan Holders existing at the date of insolvency an amount equal to the sum described at 3.1(a) of this clause. Should there be insufficient sums to make all such payments, then the Trustees shall distribute the Trust Fund to all such Plan Holders in shares proportionate to the sums paid by each Plan Holder to the Settlor. 3.5 If a Plan Holder cancels their plan, the Trustees may pay to the Settlor the amount needed by the Settlor to pay such sum to the Plan Holder as is due under the terms of the plan. 3.6 Subject to and providing there is no prejudice to the requirements of sub-clauses 3.1 to 3.5 above inclusive, the Trustees may in their discretion appoint capital and income of the Trust Fund to or for the benefit of the Plan Holder Beneficiaries as they think fit.” 30. The Applicants’ position is that this fundamentally altered the nature of the Trust: clauses 3.1 to 3.5 are, on their face, not discretionary and clause 3.6 prevents anything being done that might prejudice clauses 3.1 to 3.5. The structure of the 2020 and 2022 Deeds was substantially similar – a list of mandatory provisions followed by a residual discretionary element.

31. Mr Killen recognised that all that the Applicants needed to do was to establish a good arguable case. He submitted that, as a point of interpretation, it was open to me at this stage to say that they had not done so. He made three points. i) Each of the later deeds was said to be an exercise of the discretionary power under the Settlement Deed. ii) The later deeds all retain the phrasing of discretionary beneficiaries. iii) The later deeds retain a discretionary element to the Trust.

32. I recognise the force of those points. However, there is an obvious tension between the mandatory language used in clauses 3.1 to 3.5 (“shall”) of the 2016 Deed and the concept of discretion, embodied in clause 3.6. The same is true of the 2020 and 2022 Deeds. There is an equally obvious change between the Settlement Deed, which is entirely discretionary, and the 2016, 2020 and 2022 Deeds, which preserve the discretionary element only to the extent that it does not prejudice the other elements. For both those reasons it therefore seems to me that the Applicants have established a good arguable case that the 2016 Deed did represent a fundamental change in the nature of the Trust, such that it ceased to be discretionary, and that the 2020 and 2022 Deeds, even if validly executed, did not then move the Trust back to being a discretionary trust. Page 9 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 33. 34.

35. In light of this the point about execution of the 2020 and 2022 Deeds in my view falls away. The issue was that both the 2020 and the 2022 Deed purported to be executed pursuant to the broad powers contained in clause 4 of the Settlement Deed. However, as I have explained, the power contained in clause 4 of the Settlement Deed was significantly amended, and on its face curtailed, by clause 3 of the 2016 Deed. The reason I say this does not much matter is that there are really only two possible scenarios. If the execution of one or both of the 2020 and 2022 Deeds was valid then the Applicants can point to the mandatory language in whichever of them it relies on to show a good arguable case that the Trust was not discretionary. By contrast, if their execution was invalid it can point to the mandatory language in the 2016 Deed, which indeed was what I understood Mr Moeran’s case before me to be. Either way, the conclusion I have just reached that the Applicants have a good arguable case as to the nature of the Trust is unchanged. As I have noted, from 2022 funeral plan providers were required to be FCA authorised. Pride Planning applied for authorisation but did not pursue that application, such that it ceased legally to be able to provide funeral plan services from 31 October 2022. The Applicants’ case is that from 31 October 2022 (at the latest) all customers were entitled to a return of any sums they had paid either under the terms of the Settlement Deed or because their contract with Pride Planning had been frustrated by supervening illegality.

36. As I have also noted, Dignity was (and is) an FCA regulated provider of funeral plans and under the Asset Sale Agreement agreed to provide such plans to those Pride Planning customers that “opted in”. There were two key operative provisions. Under clause 6: “Pride will write to all customers to inform them of impending [sic] cessation of its business, and Dignity will write to the customers with details of the Dignity plans and giving the customer the choice to move on to a Dignity plan or receive a cash payment from the [Trust]. Each customer has the option to opt into a Dignity plan or to make a claim against the [Trust]… … Pride acknowledges that it shall deal with non-responding customers and that there shall be no responsibility on Dignity to provide a plan to customers after 11th April 2023. Pride shall be solely responsible for claims by customers who do not transfer to Dignity. Sums returned to such customers shall reflect their proportionate interest in the Trust.” 37. Clause 3 dealt with the payment mechanics: “Dignity agrees to deal with any transitioning customers as follows: Page 10 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy (i) (ii) in respect of fully paid-up customers, by crediting them with the amount they have paid to Pride in respect of their plans with the result that the customer will not be required to make any further

payments into the plan; or in respect of partly paid-up customers, by crediting what they have paid under their existing contracts and collecting what they are due to pay under their existing contracts with the result that the customer will not be required to make any additional payments into the plan other than those they are required to make to Pride under the plan. Dignity agrees to take on the risk of any shortfall. When a customer elects to move to a Dignity plan, the customer signs an assignment in favour of Dignity of his/her rights to the funds in the [Trust] that represent the assigned plan, as well as any rights they may have against Pride. … When the [Trust] is wound up and distribution made, the Trustees … will … honour that assignment and pay out to Dignity the monies due to those customers who have assigned their rights to Dignity (the distribution due to customers from the [Trust] being the “Customer Share”). The Customer Share shall take into account any amounts payable in respect of fees and costs under the Trust Deed. … In the interim, Dignity will fund any new trust for transitioning customers from its own funds until receipt of the Customer Share. Dignity accepts the risk that the aggregate Customer Share eventually paid to it may not fully reimburse the amount paid into such new trust by Dignity and Dignity will not have recourse to any additional sums to

make good such loss.” 38. There is some dispute over the role of Mr Deering in negotiating the Asset Sale Agreement. At the relevant time he was a shareholder in Pride Planning, but while he had been a director between 1 December 2018 and 19 March 2021 and was reappointed as sole director on 3 September 2024, at the time of the negotiation of the Asset Sale Agreement he had no formal management role and in his witness statement for this application he described his involvement as being “only at a high-level [sic] in discussing the movement of plan holders to Dignity and what process was to be used”. Specifically, he denied having any involvement in considering the legal mechanism to be used in moving customers to Dignity. The Applicants assert that his involvement was much closer than that, and that he was involved in the assignment process.

39. The documentary evidence pointed to in Mr Ward’s second affidavit is on its face hard to square with Mr Deering’s evidence that his role was very limited. In particular, it seems from the emails at the time that Mr Deering: Page 11 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy i) Regularly attended meetings with Dignity addressing various aspects of the sale process. ii) Was copied on email chains regarding the terms of the Asset Sale Agreement, including receiving drafts. Nor was his involvement simply passive. In one exchange on 21 September 2022, for example, he was involved in chasing for “feedback on the options detailed and the legal advice sought in my earlier emails”. On 4 October 2022 he was pushing for an amendment to the Asset Sale Agreement, extending the proposed window during which Dignity would accept Pride Planning customers. iii) Liaised with the proposed administrator of Pride Planning over the terms of the draft Asset Sale Agreement.

40. I cannot resolve that difference in the evidence here, but nor is that really the point; it seems to me that both sides have evidenced their case but the ultimate resolution of what Mr Deering’s role was is a matter for trial. At this stage I accept that there is a good arguable case that Mr Deering was closely involved in the transfer of customers to Dignity and the legal mechanism ultimately used in the Asset Sale Agreement to effect that transfer.

41. Moreover, for current purposes Mr Deering’s knowledge at the time of the Asset Sale Agreement seems to me to be of limited importance. The point is relevant to Mr Deering’s knowledge of Dignity’s interest (if any) in the Trust at the later point in time when Pride Planning brought the Cancellation Fee Claim. According to Mr Deering’s evidence, at that time he consulted heavily with his solicitors, Shoosmiths, and with leading counsel. The operation and effect of the Asset Sale Agreement is a central point in the Draft CFC Particulars, as one would expect. Privilege is asserted over the advice given to Mr Deering and Pride Planning in respect of that claim, but Mr Deering is an experienced businessperson and this was high value litigation. While the Draft CFC Particulars were never finalised, and so never signed, he was to be the signatory of them. His evidence therefore suggests that he was fully advised on the transfer mechanism under the Asset Sale Agreement by the time Pride Planning brought the Cancellation Fee Claim. Certainly, the point is at least properly arguable, which is what is relevant for this application.

42. Finally, as I go on shortly to address, two actuarial reports (the Draft Actuarial Reports) were prepared for the then trustees in connection with the winding up of the Trust, both showing very substantial payments to Dignity. Mr Bold and Mr Benson-Francis have subsequently confirmed, through their solicitors, that those reports were provided to Mr Noblett and Mr Deering. In my view this tends to show that both Mr Noblett and Mr Deering were aware of Dignity’s asserted interest in the Trust by no later than the date of those reports. That clash of evidence with Mr Deering’s version of events could only be resolved at trial; at this stage it renders the question of Mr Deering’s knowledge arguable both ways. 43. 17,643 Pride Planning customers opted in. Of these, 14,035 transferred their rights and interests under the Trust by way of signed writing, either a postal form or online. The Applicants assert that this was a legal assignment of each Page 12 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy customer’s interests in the Trust pursuant to section 53(1)(c) of the Law of Property Act 1925 or alternatively an equitable assignment of those interests. The remaining 3,608 customers purported to assign their interests by way of telephone call. The Applicants accept this could only be effective (if at all) in equity.

44. The different forms of assignment used different wording. i) ii) iii) The postal form stated: “I give consent for my right to a refund of payments I have already made to [the Trust] to be assigned to Dignity Funerals Limited on and with effect from 31 October 2022.” The question on the online platform asked: “Do you consent to the assignment of your right to a claim on the [Trust] to Dignity Funerals Limited?” The script used for the calls asked: “This statement is to confirm that you are happy for payments you have already made to be transferred from your previous provider to Dignity. I hereby assign my right to a claim on the [Trust] to Dignity Funerals Limited on and with effect from today. Do you confirm?” 45. The Respondents dispute the efficacy of any of the forms the Assignments took. To a large extent this issue does not now arise because Ms Lake represents the transferring customers, such that if the Assignments were invalid there is still a Claimant in these proceedings with standing to pursue a claim. Even were that not so, however, I would have accepted that the Applicants had shown a good arguable case that the Assignments were valid. The attack takes four forms: i) It is said that the Settlement Deed created a discretionary trust and none of the later deeds changed that essential nature of the Trust. A discretionary interest under a settlement deed can only be

assigned for value and there is nothing to suggest that the assignments were for value. While I accept that the Particulars do not address the question of value either way, nor would I expect them to; the Applicants’ case is that the Trust was non-discretionary, and if that is right they do not need to show that the Assignments were for value. If the Defendants, or any of them, choose to take this point it will presumably be addressed in any Reply. Without wishing to prejudge it, however, there is plainly an argument that the Assignments were for consideration because Dignity credited Pride Planning customers in full for payments those customers had made to the Trust while taking the risk that there may be a shortfall in the Trust. Assuming the risk of such a shortfall would typically be enough to amount to consideration. In any event, for the reasons I have just given, it also seems to me that the Applicants have presented a good arguable case that the later changes to the terms of the Trust had the effect of making it non-discretionary, and so have established a good arguable case that the Assignments were valid even in the absence of consideration. Page 13 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy ii) iii) iv) It is said that the postal form assigned a contractual right – the right to a refund – rather than an interest arising under the Trust.

That argument seems to me not straightforward. The Terms and Conditions appear, from their face, to be an agreement between “You”, which as I have noted is defined as the customer, and “Us”, which is Pride Planning. As I have also noted, payments were made to (and so logically a refund would come from) the trustees, who were not parties to the Terms and Conditions. If that is right, which seems to me at least arguable, the right to a refund could not be a contractual right because there was no contract with the trustees from which it could arise. The Assignments made by telephone were not in writing and under section 53(1)(c) of the Law of Property Act 1925 “a disposition of an equitable interest or trust subsisting at the time of the disposition, must be in writing signed by the person disposing of the same.” While that may affect the Assignments by telephone, it would not affect the other forms of Assignments. Even if the Assignments were valid, the assignee could not take a greater interest than that held by the assignor, so if the assignor was subject to the Cancellation Fee Claim, that would equally be the case for the assignee. In principle that is right, but it shifts the focus to the arguability of the Cancellation Fee Claim. I will need to address the strength of that claim in due course, but the point for current purposes is that the Applicants have very clearly shown an arguable case that the Cancellation Fee Claim was baseless. 46.

47. As I have noted, clause 3 of the Asset Sale Agreement provided for the winding up of the Trust. As part of that process, in February 2023 Dignity wrote to the then trustees of the Trust (Mr Burgess, Mr Bold and Mr Benson-Francis), and their then solicitors (Taylors) about the transfer to Dignity of assets of the Trust. Those trustees obtained the two Draft Actuarial Reports in June 2023, which determined that the amount to be paid to Dignity was £6,891,860 or £12,847,041 depending on the approach adopted and assumptions used. It appears at least arguable that the Draft Actuarial Reports were shown to Mr Deering and Mr Noblett. In March 2024, Mr Deering and Mr Noblett suggested to Messrs Burgess, Bold and Benson-Francis that Pride Planning might have a claim against the Trust for cancellation fees, on the basis that the plan-holders had cancelled their Pride Planning plans following the transfer to Dignity. The evidence of Mr Bold and Mr Benson-Francis is that they did not believe the claim had merit. It is much less clear whether they openly expressed those doubts to Mr Deering and Mr Noblett at the time, but it seems very unlikely that they would have expressed any acceptance of the Cancellation Fee Claim, given their doubts.

48. Mr Bold took legal advice as to the merits of this possible claim from Mr Livesey at Taylors. Any privilege over that advice has not been waived, but following the advice he informed his fellow trustees of his discussion with Mr Livesey, and at least Mr Bold and Mr Benson-Francis apparently remained sceptical. Mr Benson-Francis’s affidavit put the point very directly: “I Page 14 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 49. 50. 51. 52. 53. continued to think that the Potential Claim was nonsense”. At the same time they recognise that they did not have a basis fully to assess the merits of any claim. At the time Pride Planning was in administration. Mr Deering was unable to persuade the administrator either to pursue the Cancellation Fee Claim or to assign it to him. He therefore used his own funds to allow Pride Planning to exit administration through a CVA and so continue trading. Creditors received 100p in the pound. It is not disputed that on 3 September 2024 Mr Deering, who was by now Pride Planning’s sole director, sent letters to Mr Bold and Mr Benson-Francis dismissing them as trustees. Mr Noblett and Mr Deering in their evidence both suggest that this was done because they had the impression from discussions with Mr Bold and Mr Benson-Francis that they were finding the role unduly taxing. However, in their affidavits given in this

application Mr Bold and Mr Benson-Francis both denied that they wanted to stand down or that they ever suggested that they did. They both recalled that the decision to remove them was unexpected. It is well rehearsed in the authorities that an interim application such as this is not the place to address contested issues of fact, in that where there is a dispute on the evidence that normally indicates that there is a serious issue to be tried or a good arguable case on that point. I have already observed that in respect of Mr Deering’s involvement in the negotiation of the Asset Sale Agreement and his knowledge of the Draft Actuarial Reports there are such disputes as to the facts and those can only properly be resolved at trial. It would be easy to assume that there is a similar clash in the evidence of the witnesses on the question of what Mr Noblett knew or believed about the willingness of Mr Bold and Mr Benson-Francis to continue as trustees. When properly analysed, however, that seems to me not to be the case. I will come on to address the test for dishonesty in due course, but for current purposes what matters is that it has two elements: determining what the defendant knew or believed (a subjective question) and then asking whether ordinary, decent people, possessed of that knowledge or belief, would have acted in the way that the defendant did (an objective question).

The reasonableness of a belief is relevant because it goes to whether it was, in fact, held, but it is not an additional requirement. The question is whether the belief was genuinely held. The starting point on the subjective question is the evidence of Mr Noblett, who had the relevant discussions with Mr Bold and (separately) Mr Benson-Francis. Mr Noblett’s evidence was that he “felt that the trustees had grown a little frustrated and weary” and that he “got the impression” that Mr Bold and Mr Benson-Francis did not want to be involved in the Cancellation Fee Claim and would rather leave their roles. He did not explain what was said that caused him to reach that conclusion. Indeed, he did not address the language used by Mr Bold or Mr Benson-Francis at all; his evidence went to his understanding and impressions following his conversations with both men. Page 15 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 54.

55. This is not a case where there is documentary evidence contradicting what Mr Noblett said about his subjective understanding. Even the evidence which might be said to show that he should have reached a different conclusion, which as I have noted is a linked but different issue, is very limited. The Applicants rely on two things: the evidence of Mr Bold and Mr Benson-Francis that they did not say they wished to resign as trustees; and the speed with which Mr Deering acted in removing their access to emails once they had been removed as trustees. Like Mr Noblett, neither Mr Bold nor Mr Benson-Francis gave evidence about the language they used, nor did they go into any detail as to what was discussed. They simply said, in broad terms, that they did not consider they had expressed a desire to step down from their roles. Misunderstandings are common in life; the simple fact that two people come away from the same conversation with different “impressions” does not, of itself, begin to suggest that either of them was unreasonable, less still does it call into question the honesty of their respective beliefs. If there was some evidence of the detail of what was discussed or the language used it might be possible, even at this stage, to form some view on the reasonableness of the belief, at least to the level of establishing whether there was a good arguable case / serious issue to be tried on whether Mr Noblett’s belief was honestly held. There was nothing of the sort here, however. I have Mr Noblett’s evidence that he believed Mr Bold and Mr Benson-Francis wished to leave their roles as trustees, no evidence directly challenging that and no real evidence that causes me to think there is a good arguable case that his belief was unreasonable.

56. Likewise, the speed with which Mr Deering acted after he had removed Mr Bold and Mr Benson-Francis does not, in my view, go to the genuineness or otherwise of Mr Noblett’s belief. There is no reason at all why former trustees should have access to their trust email accounts. On the contrary, given the risk of them receiving confidential information to which they should no longer have had access it seems to me prudent to have acted promptly.

57. What flows from that, which is significant when one comes to consider the test for dishonesty, is that I accept for the purposes of this application Mr Noblett’s evidence of his subjective knowledge and belief at the time – he had concluded in his own mind that Mr Bold and Mr Benson-Francis wanted to resign. That was the understanding that he passed on to Mr Deering.

58. Mr Noblett made clear that he and Mr Deering wanted to have in place trustees who would engage with the Cancellation Fee Claim “proactively” and would “treat the claim with the seriousness which … it required”. Mr Noblett expressly rejected the suggestion, made in Mr Ward’s first affidavit, that Mr Bold and Mr Benson-Francis were being removed to avoid proper scrutiny of the Cancellation Fee Claim. There is nothing contemporaneous to contradict that evidence and in light of the finding I have just made as to what Mr Noblett believed I accept that represented the position in early September. For reasons I go on to address, I accept there is a good arguable case that the position quite quickly changed and that Mr Noblett and Mr Deering came to realise by the time of settlement that the Cancellation Fee Claim had not been subject to proper scrutiny by the Trustees. Page 16 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 59. On 4 September 2024 a deed (the 2024 Deed) was circulated for signature by which Mr Bold and Mr Benson-Francis were to retire as trustees and Redshank was appointed. All the signatures were purportedly witnessed by Ms Oldland of Pride Planning, but the Docusign report for the 2024 Deed records that Ms Oldland signed it as ‘witness’ before it was signed. I have no reason to doubt the accuracy of that report and of course it raises

questions over the effectiveness of the 2024 Deed. The Applicants allege that the removal of Mr Bold and Mr Benson-Francis was for improper purposes, essentially to avoid proper scrutiny of the Cancellation Fee Claim. They also allege there was a breach of the terms of the Trust requiring that there be at least three individual trustees or a body corporate trustee appointed as a sole trustee. They seek to set aside the removal of Mr Bold and Mr Benson-Francis and the settlement ultimately reached between the Trust and Pride Planning. Those questions do not need to be resolved in this application, however; as I have noted, the facts on the ground were that Mr Bold and Mr Benson-Francis could no longer exercise control over the affairs of the Trust.

60. Redshank’s sole shareholder and director is the wife of the remaining trustee, Mr Burgess. According to Mr Noblett’s witness statement: “Following the removal of [Mr Benson-Francis] and [Mr Bold], I called [Mr Burgess] to inform him of [Mr Benson-Francis] and [Mr Bold’s] removal and asked if he knew of anyone with the necessary experience to be a trustee. He suggested his wife’s company Redshank as his wife has experience in financial services and would be well qualified to perform the responsibilities of the role. We had no preference on who the new trustee would be, providing that they were capable of fulfilling their obligations to the trust, and would do so proactively. We fully relied upon [Mr Burgess] to recommend any suggestions he saw fit, provided that the new appointee had the relevant experience.” 61. On 13 September 2024 Shoosmiths, acting for Pride Planning, sent the Draft CFC Particulars to the Trustees under cover of a letter stated to be written pursuant to paragraph 6 of the Practice Direction on Pre-Action Conduct. The Draft CFC Particulars were pleaded by leading counsel and asserted that Pride Planning had a contractual claim for cancellation fees from all plan-holders. It was said that cancellation fees were due because all plan-holders had cancelled their funeral plans “either expressly by notice or by conduct”. It was said that the operation of the Asset Sale Agreement involved transferring customers cancelling their Pride Planning plans and taking out a replacement Dignity plan. While it was recognised in the Draft CFC Particulars that around 2,500 customers had not sought a new plan from Dignity it was not said what those customers had done to effect cancellation.

62. The claims were based on, and only on, clause 12.2 of the Terms and Conditions, quoted above. It is worth recalling at this point that clause 12.2 only talks about cancellation by a customer within the first 30 days after inception of a plan. When Mr Killen made his submissions on cancellation he relied much more heavily on the definition of Cancellation Fee; that definition is not quoted or even referred to in the Draft CFC Particulars. Page 17 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 63.

64. In their covering letter Shoosmiths asked the trustees to confirm the total amount of trust assets and that they would transfer those assets into escrow, failing which Shoosmiths “reserve[d] our standing to apply to the High Court for injunctive relief by way of freezing order securing the Trust’s assets … on the basis that there is a real risk of the dissipation of the same, as evidence [sic] by your failure to confirm and agree the position we propose.” On the same day (which was a Friday) Mr Deering contacted Mr Burgess to say that because Taylors had “represented me and my companies in the relatively recent past” they were conflicted. In his second witness statement, Mr Deering explained that over his 20 year business career he had “instructed most of the big firms in Manchester” such that he “deemed they could also potentially be conflicted”. He agreed to consider who else might be able to act; the following Monday (the 16th) he suggested Mr Chinnery of Valemus, while making clear that it was ultimately a decision for the Trustees. Mr Deering made that suggestion in an email timed at 9:13am; by 9:43am Mr Burgess was emailing Mr Chinnery to forward the correspondence from Shoosmiths. Obviously, that is a very quick turnaround, but there is no suggestion made in this application that this, in itself, demonstrates a failure on the part of the Trustees, for example to consider other potential advisors.

65. What that meant in practice was that the claimant in high value litigation was recommending to the defendant in the same proceedings which lawyer they might use. That is unusual, albeit not unprecedented. I was in practice at the time that the Madoff Ponzi scheme was uncovered and there was a rush to instruct firms in many of the offshore jurisdictions in which the Madoff funds were set up. Funds that had taken money from investors and directed it into Madoff funds were often owned by investment management companies and the directors of those funds were senior officers and employees of those management companies. The funds were often located in offshore jurisdictions. There were, at least at the time, a limited number of firms in those jurisdictions with expertise in funds and complex financial structures. The fund directors needed separate advice to that being given to the investment management company but did not know which firms had the necessary expertise. It was relatively common for the lawyers advising the investment manager to suggest possible firms, and often particular individuals, who would be able properly to advise those directors, knowing that in due course the fund might bring claims against the investment manager (as, indeed, happened in multiple cases).

66. I raise this because Mr Moeran submitted that the process by which Mr Chinnery was appointed was “extremely suspicious”. I agree that it was unusual. Moreover, the situation here is somewhat different to the one I have just described. While I accept Mr Deering’s evidence that he believed there to be a conflict in Taylors or other Manchester firms acting, I see no good reason why a professional trustee such as Mr Burgess should simply accept that. The fact that a firm had provided advice to one of Mr Deering’s multiple ventures on unrelated matters at some point in the preceding 20 years does not, on any serious analysis, represent a legal conflict of interest for that firm. Moreover, it does not seem that Mr Burgess made any attempt to sound Taylors out on the point, because in Mr Ward’s second affidavit he addressed a conversation he Page 18 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 67. 68. 69. had with Taylors and they confirmed that they did not consider themselves to have a conflict. They are acting in these proceedings (but not this application) for Mr Bold and Mr Benson-Francis, again without any apparent conflict issues. I also accept that this was, ultimately, a claim raising core questions of contract and trust law that could be articulated in five pages. It was therefore not the type of specialist claim where there is a very limited

pool of firms from which to draw. On the contrary, it seems to me that across Liverpool, Manchester and Leeds (simply taking cities where the Business and Property Courts are based that have strong transport links to Manchester) there would have been multiple firms that could have acted without even a suggestion of a conflict. Set against that, I recognise that the Trustees may have had limited litigation experience. Provided they had a legitimate reason for doing so and gave the question proper consideration in the 30 minutes they had between receiving the recommendation and contacting Mr Chinnery it does not seem to me that the simple fact of taking advice from Mr Deering as to which lawyers they might use was a breach of their duties of loyalty or independence, nor do I consider it to be, in itself, suspicious. It is unusual, but it does sometimes happen for perfectly good reasons. I also recognise that Mr Chinnery appears to have been appropriately qualified to handle the Cancellation Fee Claim. A copy of his profile from the Valemus website was included in the bundle, and while I take that to be his current profile I see no reason to think that his profile at the time would have differed greatly, if at all. He lists as his specialist experience commercial litigation generally and freezing injunctions specifically. He holds higher rights of audience and states that he

“regularly appears” in the High Court, as well as the County Courts and various Tribunals. His profile does not state when he was admitted as a solicitor but the Applicants’ skeleton describes him as a “consultant”, which suggests he had reached a reasonable level of seniority within the firm. Much was said by Mr Moeran about the quality of Mr Chinnery’s advice to the Trustees, which I will go on to address in due course, but it is not suggested that Mr Chinnery was too junior or inappropriately qualified to take on this case. Focussing on the appointment itself, again there was nothing inherently suspicious about the choice of Mr Chinnery.

70. Before turning to Mr Chinnery’s advice it is important to set out the Applicants’ position on the strength of the Cancellation Fee Claim. Simply, they say it had very significant issues: i) ii) Cancellation became impossible once the contracts with Pride Planning customers were frustrated by supervening illegality (i.e. the provision of funeral plans being made a regulated activity under the Financial Services and Markets Act 2000 in circumstances where Pride Planning was not an authorised entity). The Trustees were not parties to the Terms and Conditions. Rather, their obligations were set out in the Trust Deed (as amended), which made no provision for the payment of cancellation fees. Moreover, under the terms of the Settlement Deed (as amended) any payments to Pride Page 19 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy Planning could be made only with the written certification of an actuary appointed by the trustees that there were surplus funds with which to satisfy payments to the current beneficiaries. iii) iv) v) vi) Clause 12 of the Terms and Conditions conferred no cancellation right on the plan-holder after the first 30 days of their agreement with Pride Planning. Clause 12 also required that cancellation be by notice to Pride Planning; no such notice was given by any plan-holder. The value of the claim assumed that £595 was payable in

respect of each and every customer. In fact, the Trustees held less than £595 for some customers and more for other customers. The other aspect of the calculation – the number of plans – was also overstated because some plans had already come to an end on the plan- holder’s death. vii) The value of the claims is further distorted because there is a typographical error in the number of plans said to have been sold; it was 19,154, not 19,514 as stated in the Draft CFC Particulars. viii) The Trustees had a counterclaim against Pride Planning pursuant to its obligations under Clause 5 of the Schedule to the 2016 Supplemental Deed to make good on any deficiencies in the trust assets to meet the beneficiaries’ interests. Obviously, I am not in a position to determine any of that. What I do accept, and what is relevant for this application, is that some of the issues are not straightforward. In respect of frustration there would be issues as to the relationship between the Law Reform (Frustrated Contracts) Act 1943 and the Financial Services and Markets Act 2000; on the correct interpretation of the Terms and Conditions there is the obvious tension, which I have already noted, between the operative provision saying it applies for the first 30 days after the plan is taken out by a customer and the definition of Cancellation Fee saying it only arises where cancellation happens after 30 days; it is not at all clear why a customer who did not transfer their plan, i.e. who did nothing, should be treated as having given notice to cancel it. The Draft CFC Particulars do not address any of that. I would have expected an experienced litigator to pick up on some, quite possibly all, of those points. 71.

72. Moreover, and again relevant for current purposes, where there are apparently obvious points at least some seem to favour the Trustees. Plainly, a claim cannot succeed in respect of 19,514 plans when only 19,154 were sold. That was an obvious error simply from what was sent to the Trustees on 13 September: Shoosmiths’ letter used the 19,154 figure, so the inconsistency is readily apparent from reading the letter and the Draft CFC Particulars, both of which are short. Even by reviewing the relevant paragraph of the Draft CFC Particulars one can quickly see the point because it states the number of plans sold in each year and the total, but the total is not the sum of the individual years. Page 20 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy Separately, there is no clear reason why plans sold should be the relevant metric in any event; if customers had died and so the Trust had paid out in respect of their plan, it is not at all apparent how that plan could then have been cancelled (least of all by the deceased customer or their wound-up estate). Again, the Draft CFC Particulars offer no assistance whatsoever in answering those questions. These are not complex legal points; they are obvious, largely factual issues. I would expect professional trustees and their litigation advisors quickly to have identified them.

73. As I have noted, it seems that Mr Chinnery was first provided with papers at 9:43am on 16 September. At 10:00am on 17 September he wrote to Shoosmiths to note that he was instructed and promised to revert within the day. At 2:23pm Shoosmiths wrote to Valemus referring to their 13 September letter, which they repeated was written pursuant to paragraph 6 on the Practice Direction on Pre- Action Conduct. They then stated: “Despite our invitation, you have not queried with us any aspect of the Draft Claim. Neither, indeed, have you acknowledged receipt of our previous letter.” 74. It then repeated the threat of applying for a freezing injunction, repeated the criticism that the earlier letter had not been acknowledged and concluded: “Please contact us as a matter of urgency for the purpose of seeking to agree the way forward failing [sic]. If we do not hear from you by 4pm today, Tuesday 17 September 2024, we will proceed with the application for freezing injunction relief intimated above without further notice to you.” 75. Obviously, this was a very aggressive approach. Mr Chinnery in fact had acknowledged Shoosmiths’ earlier letter, when he wrote to them that morning. He had also promised to revert that day, such that it was not clear what a 4pm deadline added. That deadline was, in any event, only 90 minutes after the letter was sent. Shoosmiths remarked on the fact that there had been no response to the Draft CFC Particulars, but those had only been received one clear working day before and Mr Chinnery had promised a response. It is hard to reconcile that approach with the Practice Direction on Pre-Action Conduct, most obviously in that paragraph 6(b) of the Practice Direction anticipates allowing at least 14 days for a response even in a straightforward claim.

76. While the approach was aggressive it was also vague, however. Specifically, no prima facie basis was set out for the grant of a freezing injunction. There would be an obvious difficulty in establishing such a prima facie case: Pride Planning had only changed the trustees days before so the “prima facie case” it would be presenting to any judge would be to the effect that it had very recently put in place the Trustees but had since concluded they might well dissipate Trust assets. Shoosmiths’ two letters do not attempt to address that tension.

77. The only basis alleged for showing a risk of dissipation was that the Trustees had not given details of the amounts held in the Trust and agreed to pay those sums into an escrow account. I will deal with the law on freezing injunctions in due course, but in considering Mr Chinnery’s advice it is worth highlighting Page 21 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy that the Court of Appeal has previously dealt with precisely such a suggestion in Holyoake v Candy [2017] EWCA Civ 92 at [51]: “… unless an applicant has raised a prima facie case to support a freezing order, the claimant is not obliged to provide any explanation or answer any questions posed – and nor can a purported failure to do so be held against the claimant. It is only if the applicant has raised material from which a real risk of dissipation can be inferred, that the claimant will be expected to provide an explanation. Then, in appropriate circumstances, the lack of satisfactory explanation may give rise to an adverse inference.” 78. I do not regard this statement of principle to be in any way surprising. Indeed, the opposite is the case: it would be remarkable if the simple refusal to answer detailed financial questions in adversarial proceedings, without the putative applicant even setting out a case on dissipation, entitled the questioner to freeze the other party’s assets.

79. Apparently the threat, and the claim, impressed Mr Chinnery, however. At 2:47pm he wrote to the Trustees attaching Shoosmiths’ letter and advising: “It would be very unusual for a firm of solicitors such as Shoosmiths to threaten an injunction if it wasn’t imminent. As we discussed throughout the course of yesterday and today when reviewing the claim: it appears to me that there is no viable defence and they would likely obtain an injunction.” 80. Mr Chinnery’s email indicates that there had been discussions over the preceding day and a half, and this email is obviously only a snapshot of the advice that Mr Chinnery presumably gave. However, if the essence of those discussions is captured in this email then I would regard Mr Chinnery’s advice as being wholly wrong. He does not address the quite obvious factual difficulty that Pride Planning would have in persuading a judge that it had recently installed trustees who it now thought would dissipate the assets of the Trust. Nor does he apparently recognise the requirement, specified by the Court of Appeal, to set out a prima facie case on risk of dissipation, something Shoosmiths plainly had not done. There were obvious legal arguments that seem on their face at least to be viable. Likewise, there were obvious factual defences to the Cancellation Fee Claim, notably the fact that the Draft CFC Particulars overstated the number of plans sold, that one would have expected to have been obvious both to professional trustees and experienced civil litigators.

81. From the evidence in this application, none of that seems to have been addressed or even considered. The Trustees followed Mr Chinnery’s advice. At 4:12pm Mr Burgess instructed Mr Chinnery to agree to the escrow arrangement and at 4:45pm Mr Chinnery did so. Although Shoosmiths had previously suggested that the details of the escrow account could be agreed, at 6:51pm they provided details of what they described as an escrow account (the Escrow Account) which was held by Inertia. Typically an escrow account would be held by an independent third party. However, Mr Noblett is a 19% shareholder in Inertia, Page 22 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy as well as being a director of and 50% shareholder in Pride Planning Holdings, the parent company of the claimant that was bringing the Cancellation Fee Claim. Again, neither the Trustees nor Mr Chinnery objected. On 19 September 2024, in furtherance of that agreement, the Trustees began paying Trust assets into the Escrow Account.

82. On 27 September 2024, Valemus wrote to Shoosmiths to seek a negotiated settlement. Initially the meeting was agreed for 4 October 2024, to accommodate Shoosmiths, but at 5:05pm on 27 September they asked that it be moved to 30 September at 5pm “Given the urgency of matters”. Given that approaching £5 million had been paid into the Escrow Account, and given that it was Mr Chinnery who had proposed the meeting in the first place, it is not clear what urgency was being referred to. Nevertheless, Mr Chinnery agreed.

83. A without prejudice meeting took place on 30 September 2024 between Mr Chinnery, Shoosmiths and leading counsel instructed by Pride Planning. Following that meeting, on 2 October 2024, Mr Chinnery repeated his advice to the Trustees (emphasis in the original): “As you know my provisional view is that there is no real defence to the claim. However, before I conclude on that I would like Shoosmiths to respond to some questions I have about liability. We then talked about quantum – we needed much more detail from them about value and those discussions would be ongoing.” 84. Mr Chinnery wrote to Shoosmiths with five questions: “• What is the Claimant’s case as to how cancellation was effected? • • • • Is there any requirement for notice of cancellation to be given on the Claimant’s case? Is any claim made in respect of the circa 2,500 non-transitioning customers? Is there an additional sum per customer claimed over and above £595 per customer, and if there is please provide us with full particulars. What is the best quantum figure the Claimant is able to provide and please provide full particulars.” 85. Later that day he received answers. “1. By conduct. We do not accept that the references to methods of cancellation in Clause 12 limit the means by which cancellation can be effected.

2. No, although our client was aware of those clients who cancelled policies in any event. Page 23 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 3. We do make a claim in respect of the non-transitioning customers. The claim for the cancellation fee is not conditional on a customer transitioning, or not.

4. Our position is presently reserved in this respect. Our client is presently considering this issue.

5. Circa (and as a minimum) £595 x the total number of cancelling customers. Therefore, c.11,500,000. We, of course, provided a detailed schedule under the cover of our email dated 17 September. We will provide a more particular [sic] calculation, incorporating 4 above, as soon as possible.” 86. Regarding point 5, the letter to which Shoosmiths referred made no reference to a schedule and did not indicate there were any enclosures. Neither point is conclusive, but in any event the schedule was not in the bundle of evidence before me.

87. Mr Chinnery’s questions were reasonable ones and I can understand why he would need these matters to be addressed to be able to form a view. For the reasons I have given I would equally have thought there were other points that he could and should have raised, but even were these the only outstanding issues, Shoosmiths had not answered any of them. There are no details of the alleged conduct said to have effected cancellation even for the transferring customers. As for the non-transferring customers it remained a mystery how doing nothing could amount to sufficient conduct to constitute any sort of notice. Pride Planning’s position is especially hard to understand for those customers who had died and whose funerals had been paid for by the Trust. It appeared to be Pride Planning’s case that their deaths (or possibly their interments, which is when the Trust would make payment) represented a notice of termination and attracted a cancellation fee. Such a position would be deeply unattractive on every conceivable level, but no other explanation is offered for how a fee was due in those cases. On quantum, the issue on which Mr Chinnery had told his clients they needed “much more detail” before they could settle, there was a reservation of rights and a promise of more information to come. 88.

89. In light of his earlier advice to the Trustees one would have expected Mr Chinnery to have pressed at least some of these points. In fact, on the following day he advised the trustees that “you have no real prospect of defending the proceedings if they are issued”. He seemed further to say that the Trustees could not even resist an application for summary judgment. On the evidence that I have seen it is wholly unclear to me how Mr Chinnery felt able to reach those conclusions. He had been told that cancellation was effected by conduct without any details of the conduct relied on. One would expect that at least to leave open the possibility of a factual dispute as to what was done by the various customers of Pride Planning and what that meant in terms of legal effect. On quantum he had been told the position was still not resolved. Even leaving aside the other factual issues with the Cancellation Fee Claim that I have noted above, simply taking the issues that Mr Chinnery had Page 24 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 90. 91. 92. highlighted as outstanding it is hard to see how summary judgment looked remotely realistic at that stage. Equally, one would expect the Trustees to have pushed Mr Chinnery on any suggestion that Shoosmiths’ answers were adequate. Mr Chinnery had told the Trustees that his view on liability was provisional and

that much more detail on quantum was needed before matters could be taken forward. I make no criticism of Shoosmiths in this, their job was to act in the interests of Pride Planning, but they had plainly brushed off Mr Chinnery’s questions. I would expect professional trustees to see that and be concerned about proceeding with settlement in those circumstances. That is not what appears to have happened. On 4 October 2024 Mr Chinnery wrote to Shoosmiths to confirm that £11,347,245 had been paid into the Escrow Account and only £1,564,956 remained in the Trust’s own accounts. On 7 October, before any settlement agreement had been signed or, indeed, even circulated in draft, the Trustees agreed to release the funds held in the Escrow Account. Although it is not stated in their email, the release was presumably to Pride Planning, since there is no one else to whom they could sensibly have been released. It is unclear to me the basis on which the Trustees concluded that they could properly give up the entire assets of the Trust – and with it much of their leverage in negotiations – without even sight of a draft settlement agreement. Exchanges ensued around the draft settlement agreement. These, too, are somewhat notable. Valemus requested a signature copy of the settlement agreement without providing any comments on Shoosmiths’ original draft. One would have thought that Shoosmiths

would have obliged, but instead they asked Valemus if they had any comments. I entirely accept that Shoosmiths would have been acting on their client’s express instructions, and again I make no criticism of them, but again it is not clear to me how that request was thought to be in their client’s interests, since it could only increase costs and would risk Valemus suggesting changes to improve their own clients’ position at the expense of Pride Planning.

93. In fact, Valemus responded on 11 October 2024 with three questions: “Re paragraph 1.3.2: Can the company evidence the professional cost of £600,000 claimed? Is that the figure or is it a reduced figure on the costs incurred? Re clause 2: is it only the Cancellation Claim (or related to it) from which the Trustees are obtaining a release? Re clause 4: what are the Company’s legal costs in relation to the agreement?” 94. The second question is striking on two levels. First, advising the Trustees on the scope of the settlement agreement was Mr Chinnery’s job. Shoosmiths’ view would, as a matter of law, have been irrelevant to questions of contractual interpretation. Giving Mr Chinnery the benefit of the doubt he may have been trying to set up some form of estoppel by convention or by representation, Page 25 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy although if that were the case the better course might have been clear drafting. Secondly, it goes back to the point I have just made: the Trustees had by this stage given up the whole assets of the Trust but apparently remained unsure of what they were getting by way of settlement in return.

95. Less than 30 minutes later Shoosmiths responded: “I am afraid given the circumstances, the background and the compromise being offered there is no flexibility, and we cannot accept the wording Can you please send me an execution version” 96.

97. It is not clear from the emails what the “circumstances” were, but there appears to have been no proposed wording, just the three questions. Those, once again, had been brushed off unanswered. The Trustees signed regardless. The final settlement agreement, which was executed on 11 October 2024, was therefore identical to Shoosmiths’ original draft. It provided for the payment of: i) £11,347,245 (described as representing £595 for the cancellation of each of 19,514 funeral plans, although mathematically that would total £11,610,830); ii) £600,000 of professional costs; and iii) interest of £1,824,000.

98. The total was £13,771,245 (which is the total of the headline figures). There was no discount to reflect early settlement or litigation risk. The only reduction was to reflect the fact that the Trust’s assets were below the total settlement amount. The Applicants seek the £12,616,630 transferred out of the Trust (the Proprietary Assets) and their traceable proceeds in these proceedings.

99. In his affidavit in support of this application Mr Ward explained what had happened to the Proprietary Assets after they left the Trust: i) ii) In October 2024 Pride Planning transferred €14,861,054 of the £12,616,630 it received from the Trust to Inertia to hold for and on behalf of Pride Planning Holdings. The precise value of that amount in sterling depends on the exact exchange rate used, but I am told it is in the region of £12.4 million. Pride Planning Holdings has said that Inertia continues to hold €1,200,000 on trust and to its order. By undertakings provided on 13 November 2025 and 14 April 2026, Pride Planning Holdings has undertaken not to dissipate any funds received by Pride Planning without providing Dignity with 28 days’ written notice. iii) The Applicants do not know what has happened to the balance of the £12,616,630 paid by the Trust to Pride Planning. Likewise, they do not Page 26 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy know the balance of funds held by Pride Planning Holdings on 13 November 2025 when it first provided an undertaking.

100. The source of that information was a letter from Pride Planning’s Irish lawyers, A&L Goodbody. The evidence currently available therefore suggests the Proprietary Assets were at some point held by or on behalf of Pride Planning, Pride Planning Holdings and Inertia and that €1.2 million of the Proprietary Assets still are so held; it does not disclose what has happened to the balance of the Proprietary Assets, however.

101. On 6 June 2025 Dignity commenced proceedings seeking an account of the Trust. That claim was determined in its favour by Deputy Master Dovar on 5 November 2025.

102. The Applicants say that it is a result of that claim that facts came to light giving rise to the current application. Almost immediately after the Deputy Master’s Order Pride Planning Holdings gave the first undertaking not to dissipate the Proprietary Assets. Over time that undertaking has evolved and expanded, by agreement between the parties. However, it has become apparent that it is limited to what have been described as the Inertia funds – the €1.2 million held by Inertia to Pride Planning Holdings’ order. No agreement could be reached as to the balance of the Proprietary Assets. The legal tests 103. The Applicants seek both a freezing injunction and a proprietary injunction, along with ancillary disclosure orders. That reflects the differing nature of the substantive claims that they bring. While they do seek proprietary remedies in respect of recovering the Proprietary Assets (or their traceable proceeds), the other claims are personal claims that would allow the Applicants, if they succeed, to recover any shortfall in the Proprietary Assets. The proprietary injunction supports the knowing receipt claim while the freezing injunction supports both the proprietary and the personal claims.

104. The approach to proprietary injunctions was not in dispute. The court has the power to grant injunctions preserving specific property under CPR 25.1(c). Such injunctions are governed by the principles in American Cyanamid (see Madoff Securities International Ltd v Raven [2011] EWHC 3102 (Comm) at [127] per Flaux J, as he then was): i) ii) there must be a serious issue to be tried on the merits; the balance of convenience must favour the granting of the injunction; and iii) it must be just and convenient to grant the injunction.

105. I address freezing injunctions in the immediately following paragraphs, but the test there is different. In particular, risk of dissipation does not need to be shown for a proprietary injunction. It is therefore possible for an applicant to obtain a proprietary injunction even where they have failed to obtain a freezing Page 27 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy injunction (Madoff Securities at [128]; Cherney v Neuman [2009] EWHC 1743 (Ch) at [101]-[102]).

106. Although the test is expressed as being serious issue to be tried, rather than the good arguable case standard referred to in the freezing injunction cases, in the context of interim injunctions “there is no perceptible difference between the two tests” (Unitel SA v dos Santos [2024] EWCA Civ 1109 per Popplewell LJ at [126]; the same point was made by Flaux C at [106]).

107. The requirements for a freezing injunction were summarised by the Privy Council in Convoy Collateral Ltd v Broad Idea International Ltd [2021] UKPC 24 at [101]: “In summary, a court with equitable and/or statutory jurisdiction to grant injunctions where it is just and convenient to do so has power – and it accords with principle and good practice – to grant a freezing injunction against a party (the respondent) over whom the court has personal jurisdiction provided that: (i) the applicant has already been granted or has a good arguable case for being granted a judgment or order for the payment of a sum of money that is or will be enforceable through the process of the court; (ii) the respondent holds assets (or, as discussed below, is liable to take steps other than in the ordinary course of business which will reduce the value of assets) against which such a judgment could be enforced; and (iii)there is a real risk that, unless the injunction is granted, the respondent will deal with such assets (or take steps which make them less valuable) other than in the ordinary course of business with the result that the availability or value of the assets is impaired and the judgment is left unsatisfied.” 108. Plainly, the Applicants have no judgment to enforce here. What they say they have is a good arguable case against the various respondents. Mr Moeran submitted that the bar was not a high one: in Unitel v dos Santos at [96] the Court of Appeal applied the test set down by Mustill J, as he then was, in Ninemia Maritime Corp v Trave Schiffahrtsgesellschaft GmbH ("The Niedersachsen") [1983] 2 Lloyd's Rep 600 at 605: “more than barely capable of serious argument, but not necessarily one which the judge considered would have a better than 50 per cent chance of success”.

109. It is sufficient to show that there are grounds for belief that the respondent has assets in respect of which the order is sought (Ras Al Khaimah Investment Authority v Bestfort Developments LLP [2017] EWCA Civ 1014 at [29-31] and [39]).

110. Unjustified dissipation was addressed by the Court of Appeal in Lakatamia v Morimoto [2019] EWCA Civ 2203 at [34], (which drew extensively from the judgment of Popplewell J, as he then was, in Fundo Soberano de Angola v dos Santos [2018] EWHC 2199 (Comm) at [86]): Page 28 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy “(1) The claimant must show a real risk, judged objectively, that a future judgment would not be met because of an unjustified dissipation of assets. In this context dissipation means putting the assets out of reach of a judgment whether by concealment or transfer. (2) The risk of dissipation must be established by solid evidence; mere inference or generalised assertion is not sufficient. (3) The risk of dissipation must be established separately against each respondent. (4) It is not enough to establish a sufficient risk of dissipation merely to establish a good arguable case that the defendant has been guilty of dishonesty; it is necessary to scrutinise the evidence to see whether the dishonesty in question points to the conclusion that assets may be dissipated. It is also necessary to take account of whether there appear at the interlocutory stage to be properly arguable answers to the allegations of dishonesty. (5) The respondent’s former use of offshore structures is relevant but does not itself equate to a risk of dissipation.

Businesses and individuals often use offshore structures as part of the normal and legitimate way in which they deal with their assets. Such legitimate reasons may properly include tax planning, privacy and the use of limited liability structures. (6) What must be threatened is unjustified dissipation. The purpose of a WFO is not to provide the claimant with security; it is to restrain a defendant from evading justice by disposing of, or concealing, assets otherwise than in the normal course of business in a way which will have the effect of making it judgment proof. A WFO is not intended to stop a corporate defendant from dealing with its assets in the normal course of its business. Similarly, it is not intended to constrain an individual defendant from conducting his personal affairs in the way he has always conducted them, providing of course that such conduct is legitimate. If the defendant is not threatening to change the existing way of handling their assets, it will not be sufficient to show that such continued conduct would prejudice the claimant’s ability to enforce a judgment. That would be contrary to the purpose of the WFO jurisdiction because it would require defendants to change their legitimate behaviour in order to provide preferential security for the claim which the claimant would not otherwise enjoy. (7) Each case is fact specific and relevant factors must be

looked at cumulatively.” 111. Claims of a risk of dissipation are carefully scrutinised. As the Court of Appeal observed in Les Ambassadeurs Club Ltd v Mr Songbo Yu [2021] EWCA Civ 1310 at [16]: “In view of the drastic interference with a person's right to do as they please with their own property that a freezing injunction entails, (quite apart from the reputational damage that it may cause), the courts must remain vigilant to ensure that such orders will only be granted in cases in which the evidence suffices to establish that there is a real risk of the judgment going Page 29 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy unsatisfied”. The fact that the applicant has established a good arguable case may not be enough to show a risk of dissipation (Holyoake v Candy at [61] quoted with approval in Lakitamia v Morimoto at [57]).

112. The elements of the various claims were not really disputed and so can be shortly summarised.

113. It was, unsurprisingly, common ground that trustees owe fiduciary duties to act loyally in the best interests of beneficiaries (see Bristol and West Building Society v Mothew [1998] Ch. 1). Whether that duty was breached will be an issue in the broader proceedings but Mr Killen confirmed that the Respondents did not seek to contest it before me.

114. To succeed in their claim for knowing receipt the Applicants need to show (1) there was property subject to a trust; (2) the property was transferred; (3) the transfer was in breach of trust; (4) the property (or its traceable proceeds) was received by the relevant defendants; (5) the receipt is for the defendants’ own benefit; and (6) the defendants received the property knowing that it was trust property and had been transferred in breach of trust, or if not a bona fide purchaser of a legal estate without notice, retained the property, or dealt with it inconsistently with the trust, after acquiring such knowledge (see Lewin on Trusts (20th Ed) at 42-023). If the requirements are established and the defendant still holds the property it is a constructive trustee of the relevant trust property (Lewin at 42-025).

115. Again, much of that was not contested for the purposes of this application. As I have noted, breach of trust is accepted for current purposes; it therefore follows that the transfer of the Proprietary Assets being in breach of trust was accepted; the A&L Goodbody letter accepted that the Proprietary Assets had passed to Pride Planning, Pride Planning Holdings and Inertia; and the receipt was for the benefit of one or more of those entities.

116. By contrast, the Respondents dispute both that the Applicants had any interest in the Trust or its assets and further dispute that they had the requisite knowledge for a claim in knowing receipt. Both parties accepted that the test for knowledge was that set down in BCCI (Overseas) Ltd v Akindele [2001] Ch 437 per Nourse LJ at 455: “The recipient’s state of knowledge must be such as to make it unconscionable for him to retain the benefit of the receipt.” Allegations of knowledge must be sufficiently pleaded: Lewin on Trusts at 42-071: “The statement of case and particulars should plead what the defendant is alleged to have actually known and set out any facts and matters upon which the claimant relies as showing that in view of the knowledge pleaded retention of the receipt was unconscionable.” 117. A claim in dishonest assistance has three elements: (1) a breach of trust or fiduciary duty; (2) procurement of or assistance in that breach by the defendant; (3) dishonesty on the part of the defendant. Dishonest assistance can exist even where the breach of trust itself was not dishonest (Novoship (UK) Ltd v Mikhaylyuk [2015] Q. B. 499). Whether a defendant has assisted is a question of fact: what must be shown is conduct (or an omission) which in fact assists the Page 30 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy trustee to commit the breach of trust (Madoff Securities International Ltd v Raven [2013] EWHC 3147 (Comm), per Popplewell J, as he then was, at [351]).

118. Dishonesty means not acting as an honest person would in the circumstances (Royal Brunei Airlines Sdn Bhd v Tan [1995] AC 378, per Lord Nicholls at 389C). It includes knowledge that a transaction is one in which one cannot honestly participate. It also includes suspicion to that effect coupled with a conscious decision not to make inquiries which might result in knowledge (Manifest Shipping Co Ltd v Uni-Polaris Insurance Co Ltd [2003] 1 A. C. 469). Assessing dishonesty involves two stages. One starts by asking what the individual defendant knew or believed, a subjective The reasonableness of a belief is a matter of evidence that goes to the question of whether the defendant held it, but it is not a separate element of dishonesty; ultimately, the question is whether the belief was genuinely held. One then applies an objective standard of considering whether ordinary, decent people, possessed of the defendant’s knowledge or beliefs, would have acted in the way that the defendant did – Ivey v Genting Casinos (UK) Ltd (t/a Crockfords) [2017] UKSC 67 at [62]-[63] and [74]). inquiry. 119.

120. It is important to emphasise that while knowing receipt may also constitute dishonest assistance, the two are conceptually distinct and one does not necessarily lead to the other (Byers v Saudi National Bank [2023] UKSC 51 at [4], [41]-[42] and [145]-[150]). In the end Mr Moeran did not seem to pursue the remaining claims with much vigour, if at all. To be entirely clear, that was purely for the purposes of this application, in which context he essentially accepted that if he was unsuccessful in obtaining injunctive relief on the basis of the other claims, he was unlikely to be successful here. Since the claims were advanced, at least in written submissions, it seems to me right to address them.

121. To establish unlawful means conspiracy the Applicants must show: (1) a combination or agreement between a given defendant and one or more others; (2) an intention to injure the claimants; (3) unlawful acts carried out pursuant to the combination or agreement as a means of injuring the claimants; and (4) causing loss suffered by the claimants (Kuwait Oil Tanker v Al Bader [2000] 2 All E. R. (Comm) 271, at [108]).

122. A claim in unjust enrichment requires the claimant to establish that the defendant was enriched, that the enrichment was at the expense of the claimant and that it was brought about by an unjust factor. There are well understood factors which can give rise to restitution for unjust enrichment. While the list of unjust factors is not closed, generic claims of unfairness or unjustness will not suffice.

123. The Re Diplock remedy requires the claimant to show that they were a beneficiary of the relevant trust, they are an unpaid or underpaid creditor of the trust estate and they have exhausted their remedies against the trustees.

124. Many of these claims involve the knowledge of companies. The parties, I think, agreed that the test was that set down in El Ajou v Dollar Land Holdings plc Page 31 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy (No.1) [1994] BCC 143. The approach can be taken from the judgment of Nourse LJ at pages 150F-151C (emphasis added): “This doctrine [directing mind and will], sometimes known as the alter ego doctrine, has been developed with no divergence of approach, in both criminal and civil jurisdictions, the authorities in each being cited indifferently in the other. A company having no mind or will of its own, the need for it arises because the criminal law often requires mens rea as a constituent of the crime, and the civil law intention or knowledge as an ingredient of the cause of action or defence. In the words of Viscount Haldane LC in Lennard’s Carrying Co Ltd v Asiatic Petroleum Co Ltd [1915] AC 705 at p. 713: ‘My Lords, a corporation is an abstraction. It has no mind of its own any more than it has a body of its own; its active and directing will must consequently be sought in the person of somebody who for some purposes may be called an agent, but who is really the directing mind and will of the corporation, the very ego and centre of the personality of the corporation.’ The doctrine attributes to the company the mind and will of the

natural person or persons who manage and control its actions. At that point, in the words of Millett J [the trial judge in El Ajou]: ‘Their minds are its mind; their intention its intention; their knowledge its knowledge.’ It is important to emphasise that management and control is not something to be considered generally or in the round. It is necessary to identify the natural person or persons having management and control in relation to the act or omission in point. … Decided cases show that, in regard to the requisite status and authority, the formal position, as regulated by the company’s articles of association, service contracts and so forth, though highly relevant, may not be decisive. Here Millett J adopted a pragmatic approach. In my view he was right to do so…” 125. I emphasise those particular passages to address a point made by Mr Moeran. He suggested that Mr Noblett acquired his knowledge of the breaches of trust from being a director of Pride Planning Holdings. Since Pride Planning Holdings was impressed with Mr Deering’s knowledge, Mr Moeran submitted, that knowledge could in turn be impressed on the mind of Mr Noblett. I disagree. While Mr Moeran’s submission reflects the interchangeability of two entities implicit in the term alter ego (one’s alter ego being, literally, one’s “other self”), it is clear from what Nourse LJ said that the flow of knowledge is a one way street: the search is for the individual whose knowledge becomes that of the company; it attributes to the company the mind and will of the natural Page 32 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy person; their minds are its mind, their intention its intention, their knowledge its knowledge. Nothing flows the other way.

126. Of course, it may be that Director A learns something in the course of their role, for example through attending a meeting where a matter is explained by Director B, such that the company’s knowledge becomes that of Director A. But the process by which that knowledge is acquired is different. The company acquires it through the directing mind and will theory: it was known to Director B and so as a matter of law is deemed known by the company. By contrast, Director A acquires it because they were present when the point was discussed. Their status as director is irrelevant to their knowledge – the company’s bankers, lawyers, auditors or insurers might equally have been present at the same meeting and acquired the same knowledge, but they would not be the directing mind and will of the company.

127. Finally, there was an issue around how far beyond their pleaded claim the Applicants were entitled to go in seeking to show a good arguable case / serious issue to be tried. This was a significant aspect of the Respondents’ written skeleton, in which it was essentially said that the question was to be assessed by reference to, and only to, the pleaded case. In oral submissions Mr Killen softened that stance somewhat, saying I should start with the pleaded case but could look to the witness statements in essentially two situations. First, do they support the case that is pleaded; and secondly, if the pleaded case would not suffice to show a good arguable case does the evidence contain something that might be turned into an amended claim, and if so one looks to see if that presented a good arguable case. As to the second, he submitted, the court should consider, in the exercise of its discretion, whether an amendment to the Particulars should have been made.

128. Central to his argument was the decision in Magomedov v TPG Group Holdings (SBS) LP [2025] EWHC 59 (Comm). There Bright J stressed, at [90]: “when evaluating whether there is a serious issue to be tried in the context of a challenge to jurisdiction, the court’s task is to assess the case as pleaded in the Particulars of Claim”. In support of that proposition the learned Judge relied on HRH Emere Godwin Bebe Okpabi v Royal Dutch Shell plc [2021] UKSC 3 at [22] and [103]-[105], upon which Mr Killen also relied. At [22], [103] and [105] the Supreme Court stressed: “[22] Where … there are particulars of claim, the analytical focus should be on the particulars of claim and whether, on the basis that the facts there alleged are true, the cause of action asserted has a real prospect of success. Any particulars of claim or witness statement setting out details of the claim will be supported by a statement of truth. Save in cases where allegations of fact are demonstrably untrue or unsupportable, it is generally not appropriate for a defendant to dispute the facts alleged through evidence of its own. Doing so may well just show there is a triable issue. … [103] This was a jurisdiction challenge and concerned whether it was appropriate to grant permission to serve proceedings out of the jurisdiction Page 33 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy on a

foreign defendant. In this case the challenge was made on the grounds that the claimants had no arguable case against the anchor defendant. Where, as in this case, there are particulars of claim, that is an issue which should ordinarily fall to be addressed by reference to the pleaded case. … In the present case, not only did the parties choose to swamp [105] the court with evidence, but it appears that the claimants chose not to update their pleadings to reflect the evidence. We were told that this is because they wanted to avoid producing various iterations of the pleading, but if they wanted to advance a case which was not reflected by their existing pleading then they should have amended it. In that way the proper focus of the inquiry can be maintained. Whilst one can understand that this may not have been possible in relation to documents produced during the appeal hearing, the claimants’ laissez-faire attitude to the pleadings set in long before that.” 129. Having quoted those paragraphs, Bright J concluded at paragraph [91] of Magomedov: “The court must take into account not only the evidence before it, but also the evidence that can reasonably be expected to be available at trial, or evidence that might arise from a fuller investigation at trial. On the other hand, the claimant cannot simply argue that something may turn up.” 130. Mr Moeran had broadly two points in

response. First, he referred to the wording of section 37 of the Senior Courts Act 1981, which is the statutory basis of the court’s jurisdiction to grant injunctive relief. The court can make such orders “in all cases in which it appears to the court to be just and convenient to do so”. There is no restriction to it being just and convenient only on the basis of the statements of case. This somewhat led into his second point: often there would be no statements of case and everything would be done on witness statements. In support of both propositions he took me to the decision of Kerr LJ in The Niedersachsen [1983] 1 WLR 1412 at 1417: “It follows that the evidence, including the evidence on the second question posed by the judge to which we turn in a moment, must be looked at as a whole. A ‘good arguable case’ is no doubt the minimum which the plaintiff must show in order to cross what the judge rightly described as the ‘threshold’ for the exercise of the jurisdiction. But at the end of the day the court must consider the evidence as a whole in deciding whether or not to exercise this statutory jurisdiction.” 131. I do not see any inconsistency between the various authorities relied upon. The starting point is to understand what the claimant’s case is, and the obvious place to begin in ascertaining that is the Particulars of Claim. They will define what the claim is and so the

elements of those claims that the claimant needs to establish in order to succeed. Page 34 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 132. In considering the claimant’s prospects of success it is, as Bright J observed in Magomedov, important to consider what evidence currently supports the claim, typically in the form of the witness statements and affidavits, and their exhibits, in the application, and what evidence can reasonably be expected to be available at trial. This reflects the wholly uncontroversial proposition that trials are decided on the evidence. The most elegant of claim theories will fail at trial if it is a pure hypothetical.

133. In light of that it seemed to me that the instances to which Mr Killen objected could be broken down into three groups.

134. The first group were those cases where an allegation already existed in the Particulars but the evidence developed in a way that expanded on what was said there. For example, it is alleged that Mr Noblett knew of Dignity’s alleged interests in the Trust. This knowledge is said in the Particulars to have come from his role as a director of Pride Planning Holdings. The argument is that because Mr Deering was aware of Dignity’s alleged interest, Pride Planning Holdings became aware of it (through the directing mind and will theory) and so that knowledge was impressed from Pride Planning Holdings onto Mr Noblett. For the reasons I have given, I accept that does not disclose a good arguable case as to Mr Noblett’s knowledge – El Ajou permits the flow of knowledge from individuals to the corporation, not the other way.

135. However, it remains the case that Mr Noblett’s knowledge is clearly an element of a pleaded claim. Ultimately, the question is binary – either he had the requisite level of knowledge or he did not. Any evidence as to his knowledge therefore goes to a core element of an existing, pleaded claim. In assessing the strength of the claim, it informs me of what the evidential position is likely to be at trial. It would therefore seem to me wrong in principle if the court could consider only some of the evidence going to that pleaded allegation, simply because the precise particulars were not in the Statements of Case.

136. It would also seem to me unworkable in practice. I would be forced to construct (in this example) a hypothetical Mr Noblett who had information only from one source, even though I knew that in fact he held other knowledge and beliefs. For example, if the Particulars alleged that Mr Noblett was aware of the alleged breach of trust from specified conversations, and his evidence was that, in fact, he obtained it from different conversations, it would be deeply unsatisfactory to ignore Mr Noblett’s own evidence that he had the requisite knowledge and conclude that a good arguable case or serious issue to be tried on his pleaded knowledge had not been made out. Mr Noblett’s knowledge is part of the Claimant’s case; he either knew the fact or he did not; if only the source is missing from the Particulars it is in my view unrealistic to ignore the further evidence.

137. In saying this I recognise, and endorse, what is said in Lewin at 42-071 regarding the importance of a claimant setting out in the Particulars of Claim both what the defendant is said to have known and the source of that knowledge. I take what is said there to relate to the position at trial, however. Certainly, the authorities cited in Lewin in support of the proposition – Belmont Finance Corporation Ltd v Williams Furniture Ltd [1979] Ch 250 and Lipkin Gorman v Page 35 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy Karpnale Ltd [1989] 1 WLR 1340 – both dealt with matters following a full trial (albeit in Belmont the issue arose at the close of the claimant’s case). Were that approach to extend to interim applications for injunctive relief it would create the very real difficulty identified by Mr Moeran – often, such applications are brought before there are any Particulars.

138. The second group of cases involved claims based on identified actions where different actions were relied on at the hearing as showing a further claim. Again by way of example, it is said that Mr Noblett assisted in the removal of Mr Bold and Mr Benson-Francis as trustees by writing to them to tell them they would be removed. Mr Noblett, in his evidence, identified other steps he took and discussions he had with Mr Deering at around the time of the removal of Mr Bold and Mr Benson-Francis. No reliance is placed on those actions or discussions in the Particulars, nor has any supplemental evidence suggested that they will found the basis of an amended claim, nor is there any application to amend.

139. Here the situation seems to me different in nature. The further actions described in Mr Noblett’s statement might form the basis of additional claims, but those claims would be divisible from the existing claim in a way which is not true of Mr Noblett’s knowledge. Put another way, the court could properly find that telling Mr Bold he was to be dismissed as a trustee was not sufficient for a dishonest assistance claim but encouraging Mr Deering to remove Mr Bold was; by contrast, the court could not find that, at the same point in time, Mr Noblett both knew and did not know of Dignity’s interest in the Trust. The Applicants have not relied on any conduct other than that set out in the Particulars and there may be good reasons for that. They may have no intention of alleging that the other conduct Mr Noblett describes is in some way actionable. Certainly, as matters stand that conduct is not part of their claim and the evidence, again as matters stand, does not suggest that it ever will be. Here, I accepted Mr Killen’s point: if no claim is pursued, it can have no prospects of success.

140. That is not to say that the only way these new points could be considered in determining whether a good arguable case had been established was by way of formal amendment. I note, in this regard, what was said in Okpabi at [105] regarding the art of the possible when it comes to amendment of the pleaded case in response to documents produced during the hearing of the appeal, or in this case the application. That is especially so in the context of freezing injunctions, where the landscape can change quickly. One saw that here. The day before the hearing Mr Deering served his second witness statement explaining the circumstances in which he came to recommend Valemus and Mr Chinnery to the Trustees; plainly, the Applicants should be able to rely on that evidence and, as appropriate, respond to it or make submissions on it. Equally obviously, they could not formulate an amendment to the Particulars in the time available. Nor did Mr Killen suggest that they had to; he recognised that if the evidence made clear a claim was to be brought on the basis of the new, divisible facts, that could suffice.

141. There was plainly sufficient time to address the evidence of Mr Noblett. The application was issued on 10 June 2026, Mr Noblett’s evidence was dated 9 July 2026, the hearing took place on 30-31 July 2026. That left ample time at least Page 36 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy for further evidence indicating whether that altered the claim that was intended to be brought. The Respondents were entitled to know what claim was said to found the injunctive relief sought. They were told in the Particulars that it was based on certain actions said to have been taken by Mr Deering and Mr Noblett; if that changed in light of the Respondents’ evidence they were entitled to know that and to know that someone took the responsibility associated with giving evidence pursuant to a statement of truth, at the very least, in stating what the claim would be.

142. Finally, there was the evolving way in which the Applicants addressed Mr Chinnery’s advice. The Applicants had asserted, in Mr Ward’s affidavit, that there were “obvious errors in the draft particulars of claim which were not interrogated by the Trustees or their legal advisors” and as a consequence of that and other alleged weaknesses in the claim Mr Ward asserted that the Trustees could not properly have settled the Cancellation Fee Claim for full value. In the Applicants’ skeleton that had developed: the Trustees’ action in “rolling over in the face of the Purported Claim was so irresponsible, irrational and unreasonable that it was a breach of trust even if they received legal advice to do so”. At the hearing itself Mr Moeran, in response to a question from me, invited me to find that Mr Chinnery’s advice was “at best … wildly negligent”. Mr Killen took particular objection to that final iteration of the argument, noting that no claim in negligence was made or even alleged against Mr Chinnery or his firm.

143. The relief sought in this application is in support of the Applicants’ claim in the broader proceedings. No claim is pleaded in negligence in those proceedings and no claim at all is asserted in them against Mr Chinnery or his firm. While Mr Ward’s first affidavit in support of the application is at least consistent with the suggestion that the Applicants consider that Mr Chinnery’s advice fell short of the standard of care and skill that would be expected of a reasonably competent solicitor, that, too, does not suggest a claim against Mr Chinnery. Had Mr Moeran’s submission been that such a claim, in fact, existed and formed the foundation of the relief sought in this application I would see the force of Mr Killen’s objection.

144. There would be a further objection to founding relief on the basis of any alleged negligence on the part of Mr Chinnery, which while it was not raised by Mr Killen I feel I should make clear in fairness to Mr Chinnery and Valemus, neither of whom were represented before me. On the basis of the evidence before me, Mr Chinnery’s advice appears to have been wrong; at times, it seems to have inverted English law. However, if any alleged negligence on the part of Mr Chinnery were relevant it would not suffice to show that his advice was wrong. A professional is not bound to be right, they are under a duty to exercise reasonable care and competence (Saif Ali v Mitchell & Co [1980] AC 198 at 231). One way the courts approach the question of reasonable care and competence is a risk-cost-utility balance (Tomlinson v Congleton BC [2003] UKHL 47 at [34]). A great many factors go into that calculation, including the time pressure under which the professional was working and the instructions they had, for example as to the client’s risk tolerance. None of that is pleaded, nor is it in the evidence in support of this application. Accordingly, while I have Page 37 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy been invited to conclude, and have concluded, that there is a good arguable case that Mr Chinnery’s advice was wrong, I have not been asked to conclude that it was negligent in the sense of breaching the duty of care and skill.

145. Finally, even if Mr Moeran had sought to persuade me, and had persuaded me, that Mr Chinnery had been negligent that, in itself, would not be enough to show that the Trustees could not properly have relied on his advice. People are entitled to assume that their lawyers know what they are talking about and to rely on their advice even where it is negligent. In Levicom International Holdings BV v Linklaters [2010] EWCA Civ 494, for example, it was found that the advice was strikingly “bullish” and lacked “any significant analysis or discussion of the issues” (paragraph [246]). The Court of Appeal was “unable to see any sensible basis” for some aspects of that advice (paragraph [251]) and could find “no reasonable basis” for others (paragraph [252]). Yet it was still accepted that the rebuttable presumption should be that where a client has received such legal advice they would act on it (see paragraphs [261] and [284]).

146. I stress again that this is not a negligence claim, or any claim, against Mr Chinnery and his firm. The precise point of whether the presumption could be rebutted does not arise, at least in the form contemplated by the Court of Appeal in Levicom. What I took Mr Moeran to be saying, however, was that this was the type of case where the advice was so bad that the recipient, even though not legally qualified, should have at least paused and considered their options rather than simply accepting that advice and ploughing on. “Wildly negligent” is not a legal standard; Mr Moeran was simply submitting that there had to be very significant questions about the Trustees’ judgment in relying on advice that was so obviously and so entirely wrong. That is the thrust of the case addressed at least in the evidence in support of the application; it was a submission that I felt Mr Moeran was entitled to make; I accept that he has established a good arguable case to that effect. Application of the principles The proprietary injunction Serious issue to be tried 147. Mr Killen submitted that the only proprietary claim was in knowing receipt and that claim was only asserted against Pride Property, Pride Property Holdings and Inertia. It followed, he submitted, that no proprietary injunction could be granted against Mr Deering or Mr Noblett, since there was no claim for the recovery of trust property in respect of either of them.

148. The Applicants’ written submissions took issue with this by reference to a letter from Macfarlanes. That letter referred to sections of the Particulars of Claim, but none of the paragraphs to which the letter referred alleged receipt of the Proprietary Assets by Mr Noblett or Mr Deering. They addressed their alleged knowledge or the claims for dishonest assistance and unlawful means conspiracy. It was submitted that Mr Deering and Mr Noblett must know where the Proprietary Assets are, and as directors of Pride Planning Holdings and, in the case of Mr Deering, Pride Planning I accept that is quite possible. That Page 38 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy simply reframes the point made in Macfarlanes’ letter. Knowledge is not receipt, however, and at this stage receipt by Mr Deering or Mr Noblett is not part of the Applicants’ claim. If no claim is asserted against a party it seems to me self-evident that there is no serious issue (indeed, no issue at all) to be tried in respect of it.

149. In respect of Pride Planning, Pride Planning Holdings and Inertia, by contrast, there plainly is a serious issue to be tried. As I have noted above, some elements of the knowing receipt claim are, for the purposes of this application, either accepted or necessarily follow from that which is accepted.

150. The first area of disagreement is whether Dignity had sufficient proprietary interest in the Trust assets. This turns in part on the nature of the trust (whether it was discretionary) and in part on the efficacy of the assignments. I have addressed both points above. In my view the Applicants have made out a good arguable case that the Settlement Deed as amended ceased to be discretionary. I also consider there to be a good arguable case that at least some of the Assignments were effective to transfer the customers’ interests in the Trust to Dignity, and even if I am wrong on that Ms Lake represents the interests of those customers who sought unsuccessfully to transfer their interests.

151. An area where, for the purposes of this application, there is no disagreement is that there was a breach of trust. The point is so fundamental to knowledge, however, that I consider it necessary to address it. In my view, based as I have said purely on the evidence before me and without the benefit of representations from the Trustees or Mr Chinnery and his firm, settling the Cancellation Fee Claim in the way that they did very obviously gives rise to a serious issue to be tried as to breach of their duties by the Trustees.

152. First, looked at holistically the chronology is striking. The Trustees received a five page claim (in draft) on 13 September 2024 and by 11 October 2024 – a mere four weeks later – they had signed a settlement agreement under which they were to pay away the entire assets of the Trust. One would only expect to see that in the clearest of cases.

153. Secondly, and directly linked to what I have just said, the Cancellation Fee Claim was far from straightforward, and where it was the points were plainly in the Trustees’ favour. Most obviously, the number of plans sold, which forms the basis of the claim in the Draft CFC Particulars, was wrong. Nor is the point difficult to identify. As I have noted, it was readily identifiable from multiple sources, all of which could quickly and easily have been checked by the Trustees. Similarly, the assertions in the Draft CFC Particulars that all customers cancelled their Pride Planning Plans and all customers were offered Dignity plans were factually untrue – some customers did nothing at all. Again, the number of non-transferring customers was set out in the Draft Actuarial Reports, but a call to Dignity, with whom the Trustees were in discussions in any event, would have flushed that out. Yet there is no evidence of the Trustees making any attempt to ascertain how many customers fell into those categories. Without doing so it is hard to see how the Trustees could properly draw any conclusions as to the quantum of Pride Planning’s claim. Page 39 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 154. Thirdly, no apparent thought was given to competing creditor claims, including but not limited to those of Dignity. That would be an issue in any case, but

is especially acute here because Mr Burgess had received the Draft Actuarial Reports indicating that there would be a claim from Dignity of either c.£6.9 or £12.8 million. There were also significant expenses involved in winding up the Trust and the potential sums due in respect of non-transferring customers. Those reports had been prepared over a year earlier, but there was nothing to suggest that those claims had somehow gone away in the interim. Nothing in the evidence before me offers an explanation for why the Trustees felt able to ignore those claims in the way that seems to have happened.

155. Fourthly, the Trustees paid away to Pride Planning the Trust assets, supposedly preserved in an escrow, without having a settlement agreement in place. They had not even seen a draft settlement agreement, and when that draft arrived they were unsure, judging from Mr Chinnery’s questions on 11 October 2024, about what they were settling. Of course, by this stage, having released the Trust assets from escrow, their leverage in negotiations was lost. I can see no sensible explanation for professional trustees, indeed any trustees, taking such a cavalier approach to the Trust assets of which they were stewards.

156. Fifthly, while I recognise that legal advice was sought that advice appears to have been wholly incorrect. As I have noted, Mr Chinnery’s conclusion around the freezing order was not simply wrong; it inverted what the Court of Appeal said in Holyoake. While the Trustees were not legally qualified and were relying on Mr Chinnery for his legal expertise, again as I have noted above what is said in Holyoake simply reflects the fact that the law does not allow an applicant to pull a claim up by its bootstraps: if, as Shoosmiths suggested, a refusal to answer questions was a basis for relief with nothing more, freezing orders would be almost a default interim remedy. Yet despite this, the Trustees simply accepted Mr Chinnery’s advice apparently without question.

157. Likewise, Mr Chinnery’s conclusion that there was “no real defence to the claim” seems to have missed very obvious defences. Those included the factual points I have highlighted above; as I have noted, these ought to have been apparent to the Trustees and so Mr Chinnery’s failure to address them ought, equally, to have been apparent. The Trustees do not seem to have challenged Mr Chinnery on these points at all. Moreover, while I recognise that on legal issues the Trustees would rely very heavily on Mr Chinnery’s advice, as Levicom suggests there will be some cases where one would expect them to at least ask questions. Most obviously, the Draft CFC Particulars rely on, and quote, only the language of clause 12. As I have noted above, that favours the Trustees: it expressly provides that cancellation must happen in the first 30 days after plan inception and, again as I have noted, the Draft CFC Particulars themselves make clear that the last plan incepted in 2021, at least 10 months before the Asset Sale Agreement was entered into. On their face, therefore, the Draft CFC Particulars attempt to rely on language that would defeat the Cancellation Fee Claim. One has to go to the definition of Cancellation Fee, as Mr Killen did before me, to find any support in the language of the Terms and Conditions for Pride Planning’s case. If Mr Chinnery or the Trustees had undertaken that task they would have understood that there was an obvious Page 40 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy tension in the language of the Terms and Conditions. It is hard to see how Mr Chinnery could so readily have concluded that there was “no real defence to the claim” in those circumstances, or the Trustees could so readily have accepted that advice.

158. I also find the way that Mr Chinnery’s position apparently reversed in the face of even the slightest resistance from Shoosmiths to be highly unusual. Mr Chinnery had told the Trustees that there were critical gaps in the case presented by Pride Planning that needed to be filled before any settlement could be agreed, that he needed “much more detail” on quantum in particular and that discussions on that would be ongoing. He got nothing more and discussions stopped, but despite this complete reversal within a matter of hours and one letter the Trustees settled.

159. On the evidence before me the Applicants have shown a good arguable case that Mr Chinnery’s advice was repeatedly and wholly wrong. They have further established a good arguable case that the Trustees accepted that advice, seemingly without challenge and certainly without seeking the advice of counsel, from a lawyer they apparently barely knew, who had been involved in the case for less than two days when he first gave that advice and who had been recommended by the other side in the litigation. They did so despite his repeated reversals in the face of resistance or dismissal from Shoosmiths. Nor was this a nuisance value claim settled quickly to save costs – on the back of that advice they gave up the whole of the Trust assets.

160. It is difficult to overstate how unusual the facts of this case are. This was not simply a case of the Trustees or Mr Chinnery playing their hand poorly and having to settle on disadvantageous terms. Regularly parties to litigation, including trustees, have to accept settlements they do not like and would have conducted the claim differently with hindsight. Such claims do not come close to founding an action in knowing receipt against the successful party. Here, however, on the basis of the evidence I have seen it is hard to conceive of how the position could have been more seriously mishandled. I find it remarkable that Mr Chinnery gave the advice that he did; remarkable that professional trustees (indeed, any trustees) simply accepted that advice without question; remarkable, even in light of that advice, that the Trustees capitulated without even a semblance of resistance in the face of obvious factual errors and weaknesses in the Cancellation Fee Claim; and separately remarkable that they were willing to surrender unconditionally, that is without sight of even a draft settlement agreement. In my view, none of that is consistent with the duties expected of trustees, less still of professional trustees. In such circumstances it seems to me that there is plainly a good arguable case of breach of duty, even though the Trustees followed Mr Chinnery’s advice.

161. One then turns to the knowledge of Mr Deering. As the chronology demonstrates, Pride Planning acted largely through Mr Deering throughout the relevant period. Applying the El Ajou test it seems to me likely, certainly to the standard of there being a serious issue to be tried, that he was its directing mind and will. Many of the exchanges involved Pride Planning’s solicitors, Shoosmiths. It seems to me likely that this would also typically give rise to an imputation of knowledge directly to the client on the basis of agency. Even Page 41 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy were that not the case here, it is the evidence of Mr Deering that he “at all times … took appropriate advice and acted on it” in connection with the Cancellation Fee Claim. It follows that he was aware of the exchanges between Shoosmiths and Mr Chinnery and his knowledge, as the company’s directing mind and will, in turn becomes that of Pride Planning.

162. In terms of the pleaded case, at the point when Pride Planning received the Proprietary Assets it is alleged that Mr Deering knew the following: i) ii) iii) He was aware of the chronology I have set out above – aware, therefore, that the Trustees had folded in the face of a five page claim (in draft) in the space of 28 days, of which half the time was taken up with drafting the settlement agreement. He knew that the team defending the Cancellation Fee Claim was largely new – Redshank had been in post for nine days when the Draft CFC Particulars were received and Mr Chinnery only became involved after they were received. He was further aware that the Trustees were giving up all the assets of the Trust, because that was the only basis for the discount to the Cancellation Fee Claim and it is recorded in the settlement agreement, which Mr Deering signed. He therefore knew that the Trustees were making no provision for any other claims, for example from non- transferring customers or for the costs of winding up the Trust.

163. Mr Deering also knew that Mr Bold and Mr Benson-Francis, when they had been trustees, had been dismissive of the Cancellation Fee Claim in principle. He further knew that they had taken advice on it and remained unpersuaded. Neither of these facts are pleaded, but they are in the evidence in support of the claim and since they go to the knowledge of Mr Deering (and so Pride Planning) seem to me facts that I can therefore properly consider in determining this application.

164. Likewise, while the fact that the Draft Actuarial Reports were obtained was addressed in the Particulars, the provision of it to Mr Deering was something that was only addressed in the evidence for the application, in Mr Ward’s second affidavit. Again, that goes to Mr Deering’s knowledge. In my view the Respondents had sufficient time to address the point, and indeed I note that Mr Deering put in his second witness statement after that time. Had he disagreed with what Mr Ward said Mr Deering therefore had an opportunity to address why in his evidence.

165. In any event, even if I were wrong to consider the Draft Actuarial Reports, one arrives at the same conclusion – that Pride Planning knew of Dignity’s claim to at least some portion of the Trust assets – through other routes. The Particulars assert that Pride Planning ran the call centre providing support to those customers who wished to assign their interests to Dignity and was responsible for writing to customers regarding transfers. Through taking those steps Pride Planning at a corporate level was aware of the transfers of interests in the trust being made by those customers to Dignity. Page 42 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 166. It also seems to me in light of the advice that Mr Deering took on the Cancellation Fee Claim and the way that the Draft CFC Particulars were pleaded that he must have been aware of the terms and potential operation of the Asset Sale Agreement. Put simply, Pride Planning, at least, knew there was a serious argument that Dignity was the assignee of interests in the Trust.

167. Finally, it is important to keep in mind what Mr Deering did not know. While he knew that the Trustees were advised by Mr Chinnery he did not know what Mr Chinnery’s advice was or that the Trustees were following that advice. Nor is it suggested that Pride Planning could have known of Mr Chinnery’s advice by any other means.

168. On the face of it, therefore, Pride Planning can be taken to have known that: i) ii) iii) iv) v) vi) At the time that the Draft CFC Particulars were received, one of the Trustees had only very recently been appointed. The lawyers advising on the claim were also new and would have had no background about the terms and operation of the Trust, the terms of the Asset Sale Agreement or the history of discussions with Dignity. The previous trustees and the administrator of Pride Planning had been at best sceptical about the claim and its merits. Although the Cancellation Fee Claim was premised on all customers giving notice of cancellation, a significant number of customers had in fact done nothing at all. In the face of a five page claim, the Trustees had not contested liability or quantum, the questions they had raised had been brushed off but they had still agreed to surrender all the assets of the Trust without even seeing a draft settlement agreement and before Pride Planning’s position on quantum had been finalised. That would leave nothing for any other creditor, including any other beneficiary (which the non-transferring beneficiaries). turn would include in 169. The test in Akindele is, as I have noted, that the recipient’s knowledge must make it unconscionable for them to take the benefit of the receipt. At this stage the Applicants’ burden is simply to show a good

arguable case - that the contention is “more than barely capable of serious argument”. As a starting point it seems to me that the claim comfortably gets past that threshold. I have described multiple aspects of the Trustees conduct in settling the Cancellation Fee Claim as remarkable, both in the sense that it was unusual and in the sense that I would expect it to have been something that those seeing it would remark upon as being difficult to reconcile with trustees acting in accordance with their duties. Even allowing for the fact that they were legally represented, it is difficult to see how trustees, acting properly, could ask questions and then simply shrug when they were told there were no answers or agree to a settlement they had not seen and which, when they saw it, they and their lawyers apparently Page 43 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy did not understand. All of those actions are consistent with breach of duty and difficult, if not impossible, to reconcile with a trustee discharging their duties to the beneficiaries. In my view there is a good arguable case that these factors fixed Mr Deering and through him Pride Planning with sufficient knowledge to render Pride Planning’s retention of the Proprietary Assets unconscionable.

170. The position with Pride Planning Holdings is little different. The Applicants assert that Mr Deering’s knowledge is equally its knowledge. I accept that it is. Applying El Ajou his directorship alone might not be enough to make him the directing mind and will in respect of the receipt of the Proprietary Assets, but it seems to me that his centrality to the Cancellation Fee Claim and the rapid transfer by Pride Planning of the Proprietary Assets to or to the order of Pride Planning Holdings strongly suggest he was the directing mind and will for these purposes. Mr Noblett’s evidence, in particular, showed that he and Mr Deering worked closely together throughout.

171. As to Inertia, the Applicants assert that when undertakings were given by Pride Planning Holdings on behalf of Inertia on 13 November 2025 not to dissipate €1.2 million (or such other sum as it held on that date) Inertia must have had sufficient knowledge to understand that it would be “unconscionable for it to retain the benefit of the receipt”. That seems to me a logical conclusion based on the facts currently available; certainly, it is properly arguable that in giving the undertaking Pride Planning Holdings and Inertia would have understood what was being alleged.

172. In summary, therefore, I accept that the Applicants have shown that there is a serious issue to be tried on the following: i) The Applicants’ interest in the Trust. ii) Whether the Trustees breached their fiduciary duties in paying away the Proprietary Assets to settle the Cancellation Fee Claim. iii) Whether Pride Planning, Pride Planning Holdings and Inertia had sufficient knowledge of the breach of trust to render it unconscionable for them to retain the Proprietary Assets.

173. The other aspects of the knowing receipt claim are common ground, and to the extent they are not they clearly give rise to a serious issue to be tried for the reasons addressed above. Balance of convenience 174. Mr Killen submitted that even if I was satisfied that there was a serious issue to be tried the balance of convenience was against the grant of relief. He advanced four grounds: i) Damages would be an adequate remedy: This issue was addressed by Flaux J in Madoff at [136]-[140]. While each case must be considered on its facts, once a sufficiently strong case has been presented for a proprietary claim the court will more readily grant the applicant the Page 44 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy ii) iii) iv) interim remedies sought. This is not a case that scrapes over the serious issue to be tried / good arguable case threshold. In my view there are serious questions to be answered over how the Trustees came to settle the Cancellation Fee Claim in the way that they did and what the various recipients of the Proprietary Assets either knew or came subsequently to know. There would be a real risk of injustice if the Proprietary Assets were not preserved. land owned (£117,452,000), value of There were issues with the cross-undertaking: In his affidavit in support of the application Mr Ward set out Dignity’s turnover for the 52

week period ending 27 December 2024 (£267,856,000), gross profit (£114,141,000), total comprehensive profit (£3,321,000), value of freehold tangible assets (£194,515,000) and value of investments (£4,163,000). No application for fortification was made. Rather, Mr Killen highlighted that the accounts from which those figures were taken were now over 18 months old and even then recorded various liabilities against which the asset position had to be questioned. He submitted that it would have been usual to submit management accounts showing a more recent position. Had there been an application for fortification of the cross-undertaking or some other challenge before the hearing that might have some merit, but it seems to me wholly reasonable to start with the audited accounts, as Mr Ward did. In my view they show a robust financial position such that there is no issue with the cross-undertaking. There was no prejudice to the Applicants in refusing relief: Mr Killen observed that there had been a lengthy delay – around 11 months – between the Applicants first threatening an injunction and them actually making the application. He submitted that this showed there was no real threat to the proprietary right. If one equates “threat to the proprietary right” with risk of dissipation, which I think it is fair to do, both of those issues were addressed by Flaux J in Madoff at [128]. They

are not bars to the grant of relief. They are factors to be weighed in the balance in the exercise of the discretion. While I accept this application could have been brought sooner, as I have observed in many other respects the argument for a proprietary injunction is a strong one. That, it seems to me, commands more weight than the delay. There would be significant prejudice to the Respondents. Mr Deering’s evidence was that he would suffer reputational harm and the conduct of the business would be prejudiced if a freezing injunction were granted against him. Mr Noblett said he would suffer the same prejudice. It would have been more helpful if Mr Noblett had not sought to address this serious point simply by incorporating paragraphs of Mr Deering’s evidence into his own. Most obviously, since some of Mr Deering’s evidence goes to the impact such an injunction would have on his family farm and there is nothing to suggest that Mr Noblett is a member of Mr Deering’s family or otherwise involved in his farm, it cannot in fact be the case that any impact on Mr Deering’s farm will apply, mutatis mutandis or otherwise, to Mr Noblett. In any event, Mr Deering said Page 45 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy nothing about the proprietary injunction. I have already explained why no proprietary order is being made against Mr Deering (or Mr Noblett) personally, so the concerns that Mr Deering raises about his other businesses do not arise. Both the reputational damage and the burden on Pride Planning’s business arise from the existence of the litigation and the nature of the allegations made, rather than the grant of the proprietary injunction. There may be some additional prejudice but no more than is inevitable in this type of relief.

175. For these reasons the balance of convenience favours the grant of relief. Just and convenient 176. In Madoff at [141] Flaux J recognised that just and convenient was a separate question to the balance of convenience, but considered that it would be “extremely unlikely” for the court to find that the balance of convenience favoured the grant of relief but that it was still just and convenient to refuse it. Certainly, in this case, I see no basis on which it is just and convenient to refuse the proprietary injunction against Pride Planning, Pride Planning Holdings and Inertia. The freezing injunction Good arguable case 177. For the reasons I have given, a good arguable case has been established at least in knowing receipt against Pride Planning, Pride Planning Holdings and Inertia.

178. The case in dishonest assistance is more problematic. Mr Killen submitted that the pleaded claim was not always easy to follow and I am obliged to say that I agree. On the face of it, however, the claim is that: i) ii) Some combination of Mr Noblett, Mr Deering, Pride Planning and Pride Planning Holdings brought the Cancellation Fee Claim, which was a demonstrably weak claim. At around the same time Mr Deering and Pride Planning and, to a much lesser extent, Mr Noblett engineered the dismissal of trustees who had been sceptical of that claim and their replacement with a trustee who had expressed no view on it. They did so to ensure the success of the Cancellation Fee Claim. iii) Mr Deering also secured the dismissal of the existing lawyers and recommended the appointment of Mr Chinnery. iv) The claim was pursued aggressively. v) The Trustees quickly folded and paid over the entire assets of the Trust in settlement of the Cancellation Fee Claim.

179. It is said that those actions “assisted in or induced” the Trustees’ breach of trust. It seems to me that is to ignore a number of points. Page 46 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 180. First, the Cancellation Fee Claim was handled for Pride Planning by experienced solicitors and settled by leading counsel and there is no suggestion that either Shoosmiths or leading counsel allowed a claim to be advanced that was not properly arguable. That point, of course, must not be taken too far. I have set out at length why I consider the Cancellation Fee Claim to have been a contestable claim, and why I consider it striking that it was not contested. The fact that the Cancellation Fee Claim could properly be pursued, and even properly settled by the Trustees, does not address why they settled so quickly or for the amount that they did.

181. Secondly, it is clear from the evidence that what induced the Trustees to settle in the way that they did was Mr Chinnery’s advice. There is no suggestion anywhere that Mr Chinnery failed to act independently and in what he considered to be his clients’ best interests in giving the advice that he did.

182. Thirdly, as I have noted there is equally no suggestion that Mr Chinnery lacked the appropriate expertise or experience, at least on paper, to advise the Trustees. His profile shows that he worked in commercial litigation and had particular expertise in High Court litigation and in freezing injunctions. Mr Deering’s evidence is that Mr Chinnery was recommended to him as being capable and nothing I have seen suggests that he was in any way told something different.

183. Fourthly, I have accepted that Mr Noblett, and through him Mr Deering, had honestly concluded that Mr Bold and Mr Benson-Francis no longer wanted to be trustees. I also accept that was what they wanted to hear and that they saw that the Cancellation Fee Claim would be handled more proactively by other trustees but that was a collateral benefit, not the reason for their removal. Moreover, I accept that what they understood may have gone beyond what Mr Bold or Mr Benson-Francis said. It represented the subjective understanding of Mr Noblett and Mr Deering, however.

184. Assessing that by reference to the test for dishonest assistance, as I have noted repeatedly breach of trust is not contested in this application, and for the reasons I have given at length I would have found there to be a good arguable case of breach in any event.

185. The pleaded allegation against Mr Noblett of procuring or assisting in the breach of trust seems to me to be thin. The only thing he is said to have done is to call Mr Bold and Mr Benson-Francis in late August 2024 to tell them they were being removed as trustees. The conduct required by the 2013 Madoff decision is an act that in fact assists the trustees in their breach of duty. I do not see how calling the then trustees in advance made any difference whatsoever: had Mr Noblett not made the call the then trustees would still have been removed and the Trustees would have taken over.

186. Mr Noblett’s evidence refers to other steps that he took, such as discussions with Mr Deering regarding the replacement of Mr Bold and Mr Benson-Francis. No claim is put in respect of those actions, however, and there is no indication in the evidence that such a claim will be pursued. That is therefore not part of the Applicants’ case for the purposes of assessing whether they have presented a good arguable case. Page 47 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy 187. Nothing seems to be pleaded against Pride Planning Holdings at all in this respect, and indeed that is unsurprising. As the Particulars record, it was Pride Planning that had the power of removal and appointment of trustees. The most that might be said is that Pride Planning Holdings knew in advance of the steps that were to be taken, through the knowledge of Mr Deering and Mr Noblett. Knowledge that steps were to be taken did not in any way assist in the breach of trust that I have found to be arguable.

188. The focus therefore falls on Mr Deering and, through him, Pride Planning. There, I did not understand there to be any dispute that steps (i)-(v), at least taken together, could be sufficient to amount to assistance. I pause, however, to note two related points.

189. First, this case is not at all typical in terms of assistance. The situations considered by, for example, Lord Nicholls in Royal Brunei Airlines v Tan at 384E-H involve a lawyer working with the defaulting trustee; litigation involves the counterparty actively working against them. I have already observed that a party settling a claim against a trustee would not normally be exposed to a claim in knowing receipt; that is equally the case when one comes to dishonest assistance. This is an unusual case.

190. Second, as I have noted I understood the Respondents’ case to be that if one took steps (i)-(v) together that would constitute the requisite level of assistance. Mr Moeran’s particular focus in his oral submissions was on the impact of replacing Mr Bold and Mr Benson-Francis with Redshank but I did not take that to mean that this step (or any other step) individually would be sufficient to amount to assistance. I took him to be saying that this was simply an element of a broader scheme, albeit a critical one.

191. The issue then moves to dishonesty. As I have noted, the test in Ivey involves looking at the subjective state of knowledge or belief of the party accused of dishonesty and in light of that assessing whether, objectively, their conduct involved not acting as ordinary, decent people would in the circumstances.

192. The evidence of Mr Noblett is that he understood, from his discussions with Mr Bold and Mr Benson-Francis, that they wanted to step down. Mr Deering’s evidence adds nothing to that – his understanding was based purely on what he was told by Mr Noblett. Mr Bold and Mr Benson-Francis are clear that they did not want to step down and did not suggest anything that would have conveyed that to Mr Noblett. However, as I have noted, people often leave conversations with different impressions of it. Such misunderstandings are commonplace, and do not of themselves begin to show that Mr Noblett’s belief was unreasonable, less still that it was not genuinely held.

193. The Applicants point to the speed with which Mr Bold and Mr Benson-Francis’ access to emails was removed and with which Redshank was appointed in their place. That, it seems to me, cuts both ways. If nothing had been done Mr Deering could equally have been criticised for letting matters drift at a critical time for the Trust. There would, again as I have noted, have been an issue with the former trustees potentially having continued access to confidential information. It also seems to me relevant that Mr Bold and Mr Benson-Francis Page 48 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy signed the 2024 Deed so promptly after it was circulated. That is in no way a criticism of them, but it seems to me that would go to support Mr Noblett’s belief that they had been happy to step down and would have reinforced that message on the part of Mr Deering.

194. This, it seems to me, is significant in the context of the Ivey test. I do not accept that ordinary, decent people would consider it dishonest for an appointing party to replace a trustee whom they understood wanted to move on, even where that happened shortly before litigation was to be launched by the appointing party against the trust and even where the previous trustee had been dismissive about the claim being brought. Once the appointing party understands that the current trustees no longer wish to continue, what else are they to do other than replace them? If Mr Noblett, and through him Mr Deering, understood that the then trustees were no longer interested in performing their role, it was not dishonest to appoint a different trustee.

195. That is not the end of the analysis. The Applicants’ case is not simply that Mr Bold and Mr Benson-Francis were replaced, but that they were replaced with Redshank, which was recently incorporated, had no apparent experience and would therefore have been more pliable. The difficulty that I have with that position is that it ignores the near simultaneous recommendation of Mr Chinnery, who on paper did have relevant experience and should not have been pliable. I accept that Redshank was not, on paper, a good appointment, certainly compared to the experience brought to the table by Mr Bold and Mr Benson- Francis. However, even if Redshank was not the best option, when appointed alongside an experienced litigator whose job was to scrutinise and challenge the Cancellation Fee Claim, I do not believe ordinary, decent people would find dishonesty. At most they would find the appointment of Redshank, in isolation, to be ill considered.

196. Ultimately, the difficulty that I have with the dishonesty case is that the success of the whole alleged scheme depends upon Mr Chinnery giving bad advice. Yet in the absence of collusion between Mr Chinnery and the Respondents I can see no way that Mr Deering and Mr Noblett (and through them Pride Planning and Pride Planning Holdings) could have known in early September that Mr Chinnery would give the advice that he ultimately did. On the contrary, on paper Mr Chinnery looked like a good choice to fight the Cancellation Fee Claim. No such collusion is alleged and I should emphasise that nothing I have seen comes close to suggesting that such an allegation could properly have been made. I have seen various emails that suggest Mr Chinnery’s advice was wrong and, as I have repeatedly now said, I recognise that on the evidence before me there is a good, indeed very good, arguable case that it was; I have seen nothing at all to suggest it was dishonest. Had Mr Chinnery given different advice the alleged scheme would not have worked, because all the evidence suggests that the Trustees seem simply to have accepted everything Mr Chinnery said.

197. The Applicants’ case requires me to accept that asserting a properly arguable, if potentially weak, claim against professional trustees who had appropriately qualified legal advice, accepting their invitation to without prejudice negotiations and settling on very favourable terms amounts to dishonest assistance in a breach of trust. I am not aware of any case that comes close to Page 49 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy saying that, nor was I referred to anything on point. I do not consider that the change of trustees around the time the claim was issued alters the analysis because I accept that Mr Noblett honestly, if mistakenly, understood that Mr Bold and Mr Benson-Francis wanted to move on. I do not consider that the change of lawyers makes a difference. Mr Deering honestly, albeit again mistakenly, believed Taylors could not act due to a conflict, it was always open to the Trustees to make their own decision and insist on staying with Taylors and in any event the lawyer they did appoint was appropriately qualified to advise.

198. Had there been any evidence of collusion or understandings between the Respondents and the Trustees the case could have been entirely different. However, while such collusion is alleged in the context of the unlawful means conspiracy it is largely unparticularised and certainly unevidenced. Mr Killen referred me to what was said by Cockerill J, as she then was, in King v Stiefel [2021] EWHC 1045 Comm at [479]: “What the cases do not say is that one can jumble together a vast array of different, apparently trivial or marginally suspicious facts relating to different matters and turn them into a valid pleading of fraud.” I respectfully agree. The Applicants’ case on dishonest assistance certainly raises odd or marginally suspicious facts; what it does not do is to explain how a scheme dishonestly to assist in a breach of trust would involve appointing independent and appropriately qualified solicitors to represent the trustees in adversarial proceedings. In the circumstances, I do not accept that dishonesty has been made out to the necessary standard.

199. What that means is that I accept there is a good arguable case on knowing receipt but not on dishonest assistance. That does not, to me, seem in itself unusual. As I have noted above, Byers highlighted the differences between the two causes of action (at [4], [41]-[42] and [145]-[150]). At paragraph [149] Lord Burrows referred to a passage from Paul Davies, “Accessory Liability” (2015) pages 91- 92, an analysis that Lord Burrows described as “illuminating”. Particularly relevant for this case is the following: “However, it is suggested that the better view is that liability in knowing receipt is not participatory at all. Simply receiving misapplied property is inherently passive. It does not necessarily contribute to the primary wrong…” 200. That is the point here. I do not accept that a good arguable case has been made out to the effect that the active steps that Mr Noblett, Mr Deering, Pride Planning and Pride Planning Holdings took that could be said to have “contributed to the primary wrong” were carried out with a view to engineering or securing a breach of trust. But the collapse in the Trustees’ defence, if it can properly be termed a defence, of the Cancellation Fee Claim was so rapid, so unusual, so remarkable, as I have described it, that I consider a good arguable case has been made out that Mr Deering, and through him Pride Planning, would have realised by the time settlement was agreed that the Trustees had failed in their duties to the beneficiaries.

201. Mr Moeran accepted that for current purposes the unjust enrichment, Re Diplock, and unlawful means conspiracy claims did not add a great deal, in that Page 50 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy if I was for him in respect of the other claims they were not needed, and if I was unpersuaded on those other claims I was not likely to be any more persuaded on these.

202. The unjust enrichment claim does not plead an unjust factor. That is plainly a necessary element of any such claim, and its absence therefore means that there is no good arguable case.

203. Likewise, it is a necessary element of a Re Diplock claim that any claims against the trustees have been exhausted. I am not aware that such claims have even been pursued other than in these proceedings.

204. Finally, the Particulars do not set out a properly particularised claim of unlawful means conspiracy in my view. I am simply asked to infer, from the broader factual milieu, that such a conspiracy must have existed. I have already explained the difficulty with finding dishonesty on the part of Mr Deering and Mr Noblett (and, through them, Pride Planning and Pride Planning Holdings), even to a good arguable case standard. As regards Mr Burgess and Redshank the position is still less compelling because I have no idea what motive they would have to enter into such a conspiracy, and as Millet LJ, as he then was, observed in Armitage v Nurse [1998] Ch 241 at 263: “…a charge of fraud against independent professional trustees is, in the absence of some financial or other incentive, inherently implausible.” It is simply not clear what motive the Trustees are said to have had. Risk of dissipation 205. In his affidavit Mr Ward stated that the Applicants: “will rely on the allegations of dishonesty set out in the Particulars of Claim and the fact that despite repeated requests none of the Respondents has provided information as to the whereabouts of the Proprietary Assets and that, save in respect of the Inertia Funds, none of the Respondents has provided any undertakings requested in correspondence.” 206. The refusal to provide information point is straightforward. This was one of the aspects of Mr Chinnery’s advice which seemed to me deeply unsatisfactory. As I noted there, in the absence of a prima facie case for a freezing injunction a refusal to answer questions shows nothing. The refusal cannot itself be a part of the prima facie case; that would be wholly circular.

207. The Applicants submit that I must look at the broader pattern of dishonesty. For the reasons I have given, I do not accept that a case of dishonesty has been established against Mr Deering and Mr Noblett. I have accepted that there is a good arguable case of knowledge of breach of trust on the part of Mr Deering, but even if one equates that with dishonesty, as Fundo Soberano made clear: “It is not enough to establish a sufficient risk of dissipation merely to establish a good arguable case that the defendant has been guilty of dishonesty”.

208. I was referred to the decision in Secretary of State for Business, Energy and Industrial Strategy v Vanguard Insolvency [2022] EWHC 1589 (Ch) at [57], where His Honour Judge Hodge QC recorded his concern that Mr Noblett Page 51 Approved Judgment: Dignity Funerals Ltd v Inertia Financial Consultancy “seems incapable of seeing anything wrong” in a failure to disclose to creditors and debtors a machinery used to pay sums held on trust, effectively for his benefit. That is a serious criticism, but the fact that in the context of one claim heard over four years ago Mr Noblett was criticised by the judge does not make him a serial fraudster. Were that so, establishing broader dishonesty would, indeed, establish a risk of dissipation. As I have noted, it does not.

209. Here, there are multiple factors suggesting the risk is low: i) ii) iii) iv) v) The allegation of dishonesty is made generically against both Mr Noblett and Mr Deering (and, in turn, against the entities with which they are associated) as if they were a single, composite entity. As Fundo Soberano at [86(3)] made clear, however, the risk of dissipation must be addressed against each respondent individually. The case against Mr Noblett, at least as it was advanced before me, depended heavily on Mr Noblett’s own evidence. I can see no reason why he would have been so open in that evidence had he been set on diverting funds. These are already long-running claims, and throughout them Mr Noblett, Mr Deering, Pride Planning and Pride Planning Holdings have engaged constructively, certainly as constructively as one would typically expect from a party involved in adversarial proceedings. In particular, they have appointed solicitors in the jurisdiction to allow the claims to be advanced and given undertakings to preserve assets. The fact that the Applicants delayed in seeking this relief is, itself, a relevant factor since it suggests they do not have pressing concerns over dissipation. To a significant degree the assets of Mr Deering and Mr Noblett, at the very least, appear to be illiquid and so not readily dissipated.

210. In my view, real risk of dissipation has not been made out to the requisite standard. Conclusion 211. For the reasons I have given I will grant the proprietary injunction against Pride Planning, Pride Planning Holdings and Inertia but I refuse the freezing injunction.

212. Mr Moeran suggested, I thought very sensibly, that given the complexity of some of the issues in this case it would be helpful to see my ruling on the broader principles before making further submissions on the form of the order, along with any consequential matters that need to be addressed. Page 52