Halabi v Farrow and Ors (Royal Court : Hearing (Civil) : Cadin : Trust) [2025] JRC 169 (25 June 2025)

judgment the MASTER: Introduction 1. This is my judgment in relation to an application by the Defendants (excluding the Fourth Defendant) to strike out the proceedings and/or for reverse summary judgment in relation to the Plaintiff's claims. Background 2. For the purposes of this judgment, I think it appropriate to recite the background set out in my judgment reported at Halabi v Farrow and Ors [2023] JRC 251 (the "RFI Judgment") - 2. The Plaintiff issued proceedings in May 2023 against six individuals (one of whom is deceased) and Suntera Trustees (Jersey) Limited (formerly Helm Trust Company and SMP Helm Trust Company Limited) (together "Helm") in relation to the alleged sale at an undervalue of a property in France in October 2019. That property was allegedly ultimately owned on behalf of a trust by private trust company called the Sijar Trust Company Limited (" Sijar ").

3. The Order of Justice is pleaded in relatively generic terms and asserts that - "The Plaintiff is the assignee of Sijar's rights to pursue its former directors for their breach of fiduciary duty and to sue Helm for its dishonest assistance in that breach of fiduciary duty." 4. As against the individual defendants, the Order of Justice lists the various duties that the Plaintiff alleges are applicable and asserts that the duties were breached. Apart from in very limited respects, it does not descend to any particulars against any specific defendant.

5. Insofar as Helm is concerned, the Order of Justice avers that - "23. Helm itself was not a director of Sijar but it was responsible for the appointment of the Sijar directors originally and it has accessory liability for dishonest assistance in their breach of fiduciary duty above." 6. A detailed Answer was filed in July 2023 denying the claims and alleging that the claim was prescribed. The Defendants also sent a request for further information under RCR 6/15 seeking answers to some 48 questions (the "RFI").

7. The Plaintiff filed a Reply in August 2023 which pleads in relation to the issue of prescription that - "Fourthly and in any event the personal Defendants were as directors of Sijar fiduciary stewards of its assets and thus themselves trustees for the for the purposes of Article 57 Trusts (Jersey) Law 1984. As stated at paragraph 6 of the Order of Justice, Sijar itself in turn held EHL which owned, indirectly, the Chateau. The Order of Justice alleges deliberate or reckless and/or dishonest breach of fiduciary duty and thus thereby fraudulent breach of trust for the purposes of Article 57(1)(a)." 8. Nowhere in the Order of Justice is there any expressly pleaded allegation of "deliberate or reckless and/or dishonest breach of fiduciary duty and thus thereby fraudulent breach of trust" against all or any of the individual defendants.

9. In addition to filing a Reply. the Plaintiff provided a Response to the RFI. The Defendants regarded it as unsatisfactory and issued a summons in October 2023. The Plaintiff provided a further response to the RFI on 13 November 2023 (the "Further Response to the RFI").

3. For the reasons set out in the RFI Judgment, I directed that the Plaintiff: (i) provide further information to some, but not all, of the RFI; (ii) provide copies of documents referred to in some of the requests; and (iii) plead in full the allegations of dishonesty referred to in paragraph 18 of the Order of Justice should the late Mr Durell remain a party to the proceedings.

4. The Plaintiff purportedly complied with these orders on 18 January 2024 and on 7 March 2024.

5. On 12 February 2025, following an appeal by the Defendants against a decision made in relation to an unless order (reported at Halabi v Farrow and Ors [2024] JRC 243 ) the Defendants issued a summons seeking to strike out the proceedings under paragraphs (a), (b) and (d) of Rule 6/13 of the Royal Court Rules 2004 ("RCR") on the basis that, respectively, they failed to disclose a reasonable cause of action, were scandalous, frivolous or vexatious; or were otherwise an abuse of the process. Directions were given in relation to that application and the matter was listed for a day. Strike Out 6. In Trant v AG [2007] JCA 073 , Beloff JA held that: "27. The test on an application to strike out is well established. It is only where it is plain and obvious that the claim cannot succeed that recourse should be had to the Court's summary jurisdiction to strike out. Particular caution is required in a developing field of law. Provided that a pleading discloses some cause of action or raises some question fit to be decided by a judge, jurats or jury, the mere fact that a case is weak is not a ground for striking it out. These propositions are vouched for by a wealth of Jersey authority embracing principles deployed by the Courts of United Kingdom, see e.g. Re Esteem Settlement and the No.52 Trust [2000] JLR 119 at p. 142 (we note en passant that a new regime, arguably more favourable to an application to strike out, has been introduced in England and Wales by the Civil Procedure rules).

28. On an application to strike out under sub-paragraph (a) of Rule 6(13)( i ) (that there is no reasonable cause of action) evidence is not admissible. The facts alleged in the order of justice must be taken as correct. However, where an application is made under sub-paragraph (b) (scandalous, frivolous or vexatious) or sub-paragraph (d) (abuse of process) or where the application to strike out is made out under the inherent jurisdiction of the Court, evidence is admissible and may be considered by the Court. It follows that, on this application, evidence was and is admissible." 7. As to what is required of a pleading alleging dishonesty, MacRae DB considered the requirements for pleading fraud in Patel v JTC Trust Company Limited [2023] JRC 152 : "It has always been the case that special additional considerations apply to amendments to plead fraud / dishonesty. In summary - ( i ) Any pleading of fraud must set out the facts, matters and circumstances relied upon to show that the party charged with such conduct was actuated by a fraudulent intention. Full and precise particulars are required - Makarenko v CIS Emerging Growth Limited [2001] JLR 348 ; (ii) Fraud must be distinctly alleged and sufficiently pleaded. Fraud will not be sufficiently particularised where the facts pleaded are consistent with innocence - Brakspear v Nedgroup Trust (Jersey) Limited [2018] JRC 121 at

paragraph 59, and see Lord Millett in Three Rivers v Bank of England [2003] 2 AC 1 at paragraph 184. Lord Millett also said - "This means that a plaintiff who alleges dishonesty must plead the facts, matters and circumstances relied on to show that the defendant was dishonest and not merely negligent, and that the facts, matters and circumstances which are consistent with negligence do not do so." At paragraph 186, Lord Millett said - "It is not open to the Court to infer dishonesty from facts which have not been pleaded, or from facts which have been pleaded but are consistent with honesty. There must be some fact which tilts the balance and justifies an inference of dishonesty and this fact must be both pleaded and proved." (iii) Fraud is not to be pleaded lightly - a party making such a plea should ensure that allegations are set out with full particularity. The Law Society Code of Conduct makes it clear that an advocate may not draft a statement of case containing an allegation of fraud 'unless the member has clear instructions to allege fraud and has reasonably credible material which establishes an arguable case of fraud"." 8. As I noted in the RFI Judgment, the considerations set out above are not limited to express allegations of fraud; they apply to equivalent allegations including, for example, a failure to act in good faith ( Armitage v Nurse [1998] Ch 241 at

251 "An allegation of not acting in good faith is tantamount to an allegation of dishonesty and as such must be properly pleaded" ). In my judgment, they also apply to allegations of dishonesty made for the purposes of an accessory claim in dishonest assistance. As the Royal Court held in Cunningham v Cunningham [2009] JLR 227 at [36] "The requirements for dishonest assistance were authoritatively established in Royal Brunei Airlines Sdn . Bhd. v. Tan, and subject to further refinement in Twinsectra Ltd. v. Yardley and Barlow Clowes Intl. Ltd. v. Eurotrust Intl. Ltd. The matter is conveniently summarized in the headnote of the latter case in The All England Law Reports which reads as follows ([2006] 1 All E. R. at 333-334) - -�In considering whether a defendant's state of mind was dishonest an inquiry into the defendant's view about standards of dishonesty was not required. A defendant's knowledge of a transaction had to be such as to render his participation contrary to normally acceptable standards of honest conduct. There was no requirement that he should have had reflections about what those normally acceptable standards were. Consciousness of the dishonesty required consciousness of those elements of the transaction which made participation transgress ordinary standards of honest behaviour; it did not also require the defendant to have thought about what those

standards were.' It is therefore an objective test of dishonesty." 9. In Channel Islands and International Law Trust Company Limited v Pike [1990] JLR 27 , the Court followed the extract from the White Book and held (at 39) that: "Allegations of dishonesty and outrageous conduct, etc., are not scandalous, if relevant to the issue. . . But if degrading charges be made which are irrelevant, or if, though the charge be relevant, unnecessary details are given, the pleading becomes scandalous... Was the second action "frivolous or vexatious"? Mr. Sinel referred us to para. 18/19/15, at 322-323 of the White Book - "By these words are meant cases which are obviously frivolous or vexatious, or obviously unsustainable. . . For instance, it is vexatious and wrong to make solicitors, or others, parties to an action merely in order to obtain from them discovery or costs. . . The pleading must be 'so clearly frivolous that to put it forward would be an abuse of the process of the Court'." 10. Similar principles were adopted by Master Thompson in Classic Herd Limited v Jersey Milk Marketing Board [2014] (2) JLR Note 4 when he held that: "The Master had power to strike out a claim where the limitation period had clearly expired. A defendant could apply for the claim to be struck out on the ground that it was frivolous, vexatious or an abuse of the process of the court." 11. It is with those

principles in mind that I turn to consider the Plaintiff's pleaded case. The Challenge of Identifying the Plaintiff's Pleaded Case 12. In Financial Technology Ventures II (Q) IP v ETFS [2021] (1) JLR 122, Crow JA referred to the function of pleadings and RCR 6/15 in the following terms - "42 Turning more generally to the function of pleadings, it is stating the obvious to say that, as between the parties inter se, they are intended to identify the issues in dispute so that each side knows what case it has to meet and what evidence it needs to adduce at trial. As between the parties (on the one hand) and the court (on the other), the function of pleadings is to provide the court with an appropriate tool for understanding the case it has to decide and for managing the proceedings in the run-up to trial, and during the trial process. In order properly to fulfil those functions, it is critically important that pleadings should always avoid (at one extreme) including an unnecessary torrent of detail which may obscure the essential issues, and (at the other extreme) pleading the case in such exiguous terms that the court and the other side are uncertain as to the basis on which the case is being put... 45... Each side is expected to set out its case both clearly and succinctly in its pleading. If it is in any doubt about the other side's case, it is expected to seek

clarification." 13. In this case, that simple clarity envisaged by Crow JA is lacking in that the Plaintiff's claim is now set out in: an Order of Justice dated 9 May 2023; (ii) a Reply dated 31 August 2023, together with a response of the same date to the RFI; (iii) a further response dated 13 November 2023 to the RFI; (iv) a further response dated 18 January 2024 to the RFI; (v) a further response dated 7 March 2024 to the RFI; (vi) a Skeleton Argument dated 23 May 2025; and (vii) a Supplemental Skeleton Argument dated 30 May 2025.

14. Somewhat inevitably, these documents are not consistent with one another.

15. At the hearing, Advocate Ingram for the Plaintiff submitted that paragraph 85 of his Skeleton Argument was the "highwater mark" of his case and that the sale of the Chateau at an undervalue was the nub of that case: "85. The basic case is easy to encapsulate - Sijar effectively owned the Chateau for the benefit of the Trust. The personal Defendants were directors of Sijar and they had a duty to promote its best interests. Helm appointed them. The Plaintiff is the assignee of Sijar's rights against its defaulting directors (and Helm has accessory liability). The sale was mishandled and forced through at a large undervalue (in fact without any formal valuation being obtained). The beneficiaries were railroaded because KPMG had already been incentivised to sell to Le Lous (and only Le Lous) and the Defendants were on record as being more bothered about their own reputation as trustees than anything else. Even the Trust's creditors raised eyebrows. The lawyers were paid a 260% increase on the supposedly 'fixed fee'. The Defendants transferred a £600k payment to Helm even though the DORA had been drafted so as to stop them helping themselves to fees." (emphasis added) 16. If that paragraph is indeed, "the nub of his case" , I think it relevant to look at how that claim has been pleaded: at paragraphs 6 and 7 of the Order of Justice, the Plaintiff pleads that: (a) the Chateau was

owned by a company called SAS CCB. The shares in SAS CCB were owned by Grands Cru Holdings SARL which was, in turn, owned by European Hotels and Leisure SARL, and the shares of that company were held by Sijar . (b) the shares in SAS CCB were sold under a share purchase agreement dated 29 October 2019 to a company called Urgo on behalf of the Le Lous family. (ii) at paragraph 8, the Plaintiff avers that "[t]he personal Defendants above were directors of Sijar at all material times and SMP Helm Trustees Ltd ("Helm") had been appointed by Sijar to coordinate the sale of the Chateau. The Plaintiff is the assignee of Sijar's rights to pursue its former directors for their breach of fiduciary duty and to sue Helm for its dishonest assistance in that breach of fiduciary duty." He does not plead that he is a beneficiary of any trust administered by Sijar and/or that he brings any claim in such capacity. (iii) at paragraph 9 the Plaintiff pleads a list of duties arising on the part of the Defendants in their capacity as alleged directors of Sijar and at paragraph 10 he avers that "Those duties were clearly breached for the reasons which follow:" No further particulars are pleaded in paragraph 10 albeit that paragraphs 11 to 22 plead a number of matters, including evidence, conjecture and comment. Amongst that mass of material are four specific allegations which were the subject of

submissions before me and which are addressed in more detail at paragraphs 32 to 54 below: alleged inference of collateral motives (paragraphs 12 and 26 of the Order of Justice); alleged false justification for the sale of the Chateau and the appointment of KPMG (paragraph 18 of the Order of Justice); (c) the alleged exaggeration of the threats of foreclosure (paragraph 19 of the Order of Justice); and (d) the allegation that a Mr Bees was tricked into signing the sale and purchase agreement for the Chateau (paragraph 20 of the Order of Justice). (iv) at paragraph 23, the Plaintiff pleads that Helm "was not a director of Sijar but it was responsible for the appointment of the Sijar directors originally and it has accessory liability for dishonest assistance in their breach of fiduciary duty above" and goes on to plead at paragraph 25 of the Order of Justice, that Sijar was wound up with "extreme haste" with a view to "deliberately and dishonestly" distance Sijar from a threatened claim" . This is the " Sijar Dissolution Allegation" which is addressed in more detail at paragraphs to 60 below . (v) the Order of Justice does not contain any conventional pleading of a breach of fiduciary duty in relation to a sale at an undervalue in that it does not identify, in respect of each director, the relevant duty, the specific particulars of how they are alleged to have breached it, and

the material facts relied upon. Instead at paragraph 26, the Plaintiff pleads that: "26. In mishandling the sale, permitting it to proceed at undervalue and disregarding viable alternatives, the Sijar directors, materially assisted by Helm, failed to promote the success of Sijar in its performance of its appointed role as trustee, exposed it to breach of trust complaint, failed to exercise proper skill and judgement and the failures are strongly suggestive of undisclosed conflicts of interest or collateral motives. These are actionable breaches of fiduciary duty." (vi) in terms of causation and quantum, the Plaintiff's claim is as assignee of Sijar's corporate rights not as beneficiary of any trust and he pleads at paragraph 27 that: "27. As a result of the above breaches of duty the Plaintiff as assignee has suffered damage in the loss of the reasonably-achievable sale price or alternatively the loss of the chance of achieving substantially higher sale proceeds." (emphasis added) 17. As to the characterisation of those claims, in his Reply the Plaintiff described the claim as a claim for "deliberate or reckless and/or dishonest breach of fiduciary duty and thus thereby fraudulent breach of trust" albeit that there was no expressly pleaded averment to this effect. In his Supplemental Skeleton Argument dated 30 May 2025, the Plaintiff retreats from the highwater mark of his

Reply, albeit without apparently straining the bounds of his pleaded case and/or seeking permission to amend, and submits that: "8. More importantly however this is not a claim which can only be viewed through the prism of a fraud. Such sole characterisation is self-serving and false. There is a well- recognised distinction (indeed they are different causes of action) between 'breach of fiduciary duty' and 'fraudulent breach of fiduciary duty (Paragon v Thakerer [1993] 1 All ER 400). The Order of Justice argues an ordinary failure to promote Sijar's success, act for proper and non-collateral purpose and avoid conflict of interest etc. It argues that one can infer such failures from the relegation of other options, manner of KPMG's appointment. This does not make it a fraud claim and only a fraud claim. Dishonesty is not a necessary ingredient." 18. In my judgment, there is more than an element of shifting sands in this submission. If fraud is to be alleged, it must be distinctly alleged and sufficiently pleaded; fraud will not be sufficiently particularised where the facts pleaded are consistent with innocence.

19. Moreover, in this case, dishonesty or want of good faith is a prerequisite for any claim arising from the sale of the Chateau given that it was a decision approved by Sijar's shareholder. The Claim in relation to the Sale of the Chateau 20. Paragraph 23 of the Order of Justice pleads that "Helm...was responsible for the appointment of the Sijar directors" . Such responsibility arose from its role as shareholder of Sijar , as set out in the Defendants' Answer: "33. Sijar was incorporated on 13 March 2019 as a Jersey-registered PTC. Its sole registered shareholder was Helm which (as requested by Mr Halabi) held such shares as Mr Halabi's nominee.

34. On 13 March 2019, Sijar appointed the First to Fifth Defendants as its directors. Each was also a director of Helm." 21. The Plaintiff's pleaded claim for dishonest assistance is predicated on the basis that Helm was fully aware of the transaction to sell the Chateau, knew that the directors were failing in their duties, yet itself failed to make appropriate enquiries (as pleaded at paragraph 23 of the Order of Justice).

22. The Defendants submit that the informed consent of the company's shareholder to its actions means that the directors cannot be in breach of duty and rely upon the decision of the English Court of Appeal in Multinational Gas & Petroleum Co v Multinational Gas & Petrochemical Services Ltd ("Multinational") [1983] Ch 258 (applied by the Royal Court in Federal Republic of Brazil v Durant International Corporation [2012] (2) JLR 356): at 260, the headnote states that: "...although the plaintiff had a separate existence from its shareholders, it existed for their benefit and provided they acted intra vires and in good faith they could manage its affairs as they chose while it was solvent; that the shareholders, who owed no duty to third parties or to future creditors, by approving the directors' acts had made those acts the acts of the plaintiff and it could not now complain of the lack of commercial judgment of the directors in making the decisions..." (ii) at 269, Lawton LJ held that: "When the oil companies, as shareholders, approved what the plaintiff's directors had done there was no cause of action because at that time there was no damage. What the oil companies were doing was adopting the directors' acts and as shareholders, in agreement with each other, making those acts th260e plaintiff's acts. It follows, so it seems to me, that the plaintiff cannot now complain about

what in law were its own acts." (iii) at 288, Dillon LJ held that: "The well-known passage in the speech of Lord Davey in Salomon v A. Salomon and Co. Ltd. [1897] AC 22 , 57 that the company is bound in a matter intra vires by the unanimous agreement of its members is, in my judgment, apt to cover the present case whether or not Lord Davey had circumstances such as the present case in mind. If the company is bound by what was done when it was a going concern, then the liquidator is in no better position. He cannot sue the members because they owed no duty to the company as a separate entity and he cannot sue the directors because the decisions which he seeks to impugn were made by, and with the full assent of, the members." 23. In submissions, the Plaintiff sought to rely upon the judgment of May LJ at 280 when he alone held that: "It is well established by such authorities as Salomon v. Salomon and Co. Ltd. [1897] AC 22 and the many authorities to like effect to which we were referred that a company is bound, in a matter which is intra vires and not fraudulent, by the unanimous agreement of its members or by an ordinary resolution of a majority of its members. However, I do not think that this line of authority establishes anything more than that a company is bound by the legal results of a transaction so entered into - that is to say, for instance, by the terms of contract

which is so approved; or that neither it nor for that matter its liquidator can challenge the legal consequences, such as a transfer of title, of a transaction to which its members have agreed to the extent that I have mentioned. This, however, is very different from saying that where all the acts of the directors of a company, for instance, Services, have been carried out by them as nominees for, at the behest and with the knowledge of all the members of the company, namely, the joint venturers, then forever the company as a separate legal entity is precluded from complaining of the quality of those acts in the absence of fraud or unless they were ultra vires. If we assume for the purposes of this argument that the directors of the plaintiff did commit breaches of the duty of care that they owed that company, as a result of which it suffered damage, then I agree with the submission made by Mr. Chadwick on behalf of the plaintiff that the company thereby acquired a cause of action against those directors in negligence. The fact that all the members of the company knew of the acts constituting such breaches, and indeed knew that those acts were in breach of that duty, does not of itself in my opinion prevent them from constituting the tort of negligence against the company nor by itself release the directors from liability for it ." (emphasis added) 24. At

the hearing, Multinational was the only decision on point, and I therefore gave Counsel an opportunity to file additional authorities on whether the view expressed by May LJ had prevailed subsequently. Advocate Ingram's supplemental submission stated that: "The contention is that member approval operates as a knockout blow, barring a complaint now about the directors' conduct. As Multinational makes clear however, the principle does not have any application unless the conduct in issue was good faith conduct [as set out in the headnote to the decision]... By definition the claim against Helm at the Order of Justice paras 23-25 involves a challenge to good faith." 25. He also relied, amongst others, upon the decision of the English High Court in Bowthorpe Holdings Ltd and others v Hills and others [2002] EWHC 2331 where Morritt VC held that: "[49]... . In Salomon v A Salomon & Co Ltd Lord Davey pointed out that a company is bound in a matter intra vires by the unanimous agreement of its members. [50] But subsequent decisions show that there are exceptions to such a principle. First, the transaction must be bona fide or honest . This, in my view, is demonstrated by the qualification of Viscount Haldane in A-G for Canada v Standard Trust [1911] AC 498 at 505 that -�the case was not ... a cloak under which a conspiracy to defraud was concealed', by Younger LJ in Re Express

Engineering Works [1920] 1 Ch 466 at 471 that -�no fraud is alleged in respect of this transaction', and by Lawton LJ in Multinational Gas v Multinational Services [1983] BCLC 461 at 468, [1983] Ch 258 at 268 that the members must act in good faith. Thus, in Re Duomatic Ltd [1969] 1 All ER 161 at 171, [1969] 2 Ch 365 at 372 Buckley J cited with approval the view of Astbury J in Parker and Cooper Ltd v Reading [1926] Ch 975 at 984 that the transaction must be both intra vires and honest. [51] The second exception, which may be merely an exemplification of the first, is that the transaction so authorised must not be likely to jeopardise the company's solvency or cause loss to its creditors ." (emphasis added) 26. To that extent, Counsel were agreed. There is no suggestion in this case that the sale of the Chateau jeopardised Sijar's solvency. Accordingly, in the absence of any challenge to good faith or honesty, Sijar's claim against its former directors has no reasonable prospect of success given the application of the Multinational principle. Breach of Duty 27. Paragraphs 9 and 10 of the Order of Justice were subject to requests 9 to 14 of the RFI. In the RFI Judgment, I directed that the Plaintiff answer those requests and held that: "34. (iv)...allegations of breach by association are not appropriate. (v) In proceedings brought against individual defendants - (a) the material

facts required under RCR 6/8 are those upon which the Plaintiff relies to establish a breach of duty on the part of each individual defendant; (b) if, as is required under RCR 6/8, the Order of Justice is to be clear, each Defendant must be able to understand with a reasonable degree of precision, what is alleged against them and what they have done (or not done) so as to breach their duty; (c) if no individual action or inaction is alleged, the Plaintiff must identify clearly how and why he asserts that that individual has breached the alleged duty, whether by reason of status, agency or otherwise." 28. The Plaintiff's response to that Order is at paragraph 5 of the response dated 18 January 2024 and is in the following terms: "5. The summary of the claim brought forward in the Order of Justice is that: 5.1 the personal Defendants constituted the board of directors of Sijar (Helm coordinated their appointment); 5.2 the central allegation is that Sijar sold the Chateau at very significant undervalue; 5.3 if there was such a significant undervalue then some form of wrongdoing is already an inherently plausible explanation; 5.4 there was strong dissatisfaction about the intended sale even before it completed (Order of Justice paragraph 20); 5.5 the haste with which Sijar was wound up -in the rancorous immediate aftermath of completion- generates significant concern about whether

it could have been well- intentioned and merely coincidental because the obligations of Sijar as outgoing trustee under the DORA had only just been signed off (paragraph 25); 5.6 the sale, and the expressed concern about it, was apparently forced through and other viable alternatives in which the representatives of the Trust were interested were relegated without any proper justification (and therefore such as to permit the inference of collateral agenda); 5.7 protection of the beneficiaries' best interests may already have been skewed because the conduct was substantially delegated to KPMG and they were appointed on terms which incentivised them to relegate the other options (paragraph 13); 5.8 even the major creditor of the Trust was on record complaining about the conduct at the time (paragraph 15); 5.9 there are unresolved criminal enquiries overseas (paragraph 4); 5.10 the board of directors was obligated to avoid a sale at undervalue by the fiduciary duty to promote the success of Sijar with undivided loyalty; 5.11 there is a well arguable case that this duty was breached by the board members permitting the sale to complete (and that Helm is liable as accessory (paragraph 23)." 29. That response then proceeds to plead further evidence (at paragraphs 6 to 12), in the main against the late Mr Durell and Ms Morris, and at paragraph 13 that: "13. As the Judgment already

anticipates at paragraph 34(v)(c) it may be the case that no distinct individual action or inaction is alleged and, if so, the Plaintiff must identify how and why each Defendant is in breach of duty (whether by status, agency or otherwise). Paragraphs 5-12 above seek to give that explanation and represent compliance with the Order in the context of its Judgment." 30. In my judgment, paragraphs 5 to 12 of the response do not articulate any claim against any individual defendant and instead advance an allegation (pleaded at paragraph 5.11) that the "board members" collectively breached their duties by permitting the sale to complete. This allegation is further repeated in paragraph 14 of the response where the Plaintiff avers that: "14.2 As a matter of fact, the affairs of Sijar were conducted by the First to Sixth Defendants acting as a collective and, as a matter of law, each of them held a collective and personal responsibility to conduct its affairs so as to enable proper discharge of their fiduciary duties; 14.3 Each of the First to Sixth Defendants in acquiescing to the completion of the Le Lous sale notwithstanding the circumstances set out above failed to act in a way that he/she considered in good faith was most likely to promote the success of Sijar and protect its interests; 14.4 The facts and matters set out in the Order of Justice alleged to amount to such a breach

are summarised at paragraph 5-12 hereinabove." 31. In my judgment, by this response the Plaintiff has: abandoned any claims against any of the individual Defendants for specifically identifiable breaches of duty on their own behalf; (ii) reiterated the claim made in paragraph 26 of the Order of Justice of a collective failure by the directors of Sijar ; and (iii) in so doing, purportedly maintained pleas of dishonesty against the First to Sixth Defendants as evidenced by the reference to "good faith" in paragraph 14.3 of the response.

32. However, not all of the Defendants can be treated equally. Insofar as the Fourth and Sixth Defendants are concerned: the Order of Justice was issued in May 2023. It was not served on the Fourth Defendant, the late Mr Durell, and according to Advocate Ingram, has not been served on his estate. In submissions, Advocate Ingram conceded that the Order of Justice against Mr Durell had lapsed against him pursuant to RCR 20/6 which provides that: (2) An order of justice shall remain in force for one year from the date of issue but, if issued by the Bailiff, may be renewed annually by the Bailiff." (ii) as to the Sixth Defendant, the Plaintiff pleaded for the first time in his response dated 18 January 2024 to the RFI that: "14.1 The Plaintiff acknowledges that Kelly Watson the Sixth Defendant did not become a de jure director of Sijar until 17 January 2020 i.e. prior to the dispute over Helm's fees (§22 of the Order of Justice) and the decision to wind Sijar up (§25). In that respect she is an exception to the First to Fifth Defendants but in any event by the time of the instruction for the Le Lous sale to be stopped on 8 October 2019 she was performing a role of such seniority as to be the equivalent of director of Sijar and therefore still involving fiduciary duties to it;..." (iii) this is a new averment, inconsistent with the averment at paragraph 8 of the Order of Justice

(set out at paragraph 16(ii) above) and insufficiently particularised insofar as it purports to allege that Ms Watson was a shadow or de facto director of Sijar at the time of the sale, owing fiduciary duties to it, notwithstanding the lack of any particulars as to when, where and how Ms Watson acted as a de facto director whether generally and/or specifically in relation to that transaction. The Individual Allegations 33. Against that background, I think it appropriate to turn to the specific allegations made in the Order of Justice, summarised in paragraphs 16(iii) and 16(iv) above. Collateral Motives 34. The first of those was the collateral motives inference which concerns an averment that "there was such consistent relegation of any other suggested options for it to be inferred that collateral motives were behind the single-minded focus on the sale to Urgo ", pleaded in paragraph 12 of the Order of Justice and the pleading at paragraph 26 that "the failures are strongly suggestive of undisclosed conflicts of interest or collateral motives. These are actionable breaches of fiduciary duty ".

35. In relation to the RFI, I held that: "49. In my judgment, the use of the word "motives" can only be read as a reference to the Defendants' state of mind. Alleging that the Defendants collectively pursued a course of conduct because of their "collateral motives" is an allegation of an intentional breach of duty on the part of all the Defendants collectively for improper reasons. In other words, a conspiracy; yet by his written submissions the Plaintiff disavows a conspiracy claim (as set out in paragraph 33 above).

50. If the conspiracy involves bad faith and/or dishonesty, it must be expressly pleaded in accordance with the requirements set out in Patel v JTC Trust Company Limited. Conversely, if bad faith and dishonesty are not alleged, the Order of Justice should make this clear and set out how the claim in relation to "collateral motives" is put." 36. I therefore directed that the Plaintiff should provide further information as to the " "collateral motives"...and the facts and matters relied upon in support the same." (Request 18.3). The Plaintiff's response to the RFI does not address this and simply pleads that: "24. The belief as to collateral motives being able to be inferred following proper forensic scrutiny is based on the matters identified at paragraphs 5-12 hereinabove." 37. In relation to paragraph 26 of the Order of Justice, I ordered that the Plaintiff provide further information as to which Defendant(s) it is alleged had an undisclosed conflict(s) of interest or collateral motive(s) (Request 43), and for full particulars of the alleged undisclosed conflict(s) of interest and/or collateral motive(s) (Request 44). The Plaintiff's response to Request 43 is that the First to Sixth Defendants had undisclosed conflicts of interest and collateral motives. As to what those conflicts or motives were, his response to Request 44 is effectively a recitation of the evidence

previously pleaded: "39. The basis of the said suggestion is that the First to Sixth Defendants, in permitting the Le Lous sale to complete -knowing it was against the Halabi family's wishes, without diligent and prompt investigation of the viability and timescale of plan B and plan C, without testing it against a professional valuation, without examining whether the terms upon which KPMG had been appointed had skewed the likely outcome towards the sale rather than refinancing and without examining the basis of the concern being expressed even by the major creditor AREO that other options appeared to have been neglected- appear to have failed to show undivided loyalty in protecting Sijar's interests and thus been conflicted by the vested interests of KPMG, Stephenson Harwood and/or the purchasers and/or AREO. Further, permitting the sale to complete in such circumstances itself makes collateral agenda a natural inference save that the Plaintiff cannot know what that agenda was save for the likelihood that the interests of the above third parties appear to have been consciously preferred." 38. That averment was further expanded by the Plaintiff in his Supplemental Skeleton Argument dated 30 May 2025 filed in advance of the hearing in which he stated that: Collateral Motives "19. As at paragraph 8 hereinabove, part of a director's duty is to promote the company's success, which

in turn comprises a duty to act for proper purposes, not for purposes collateral to that or in conflict with that. To breach such duty by allowing other purposes to leech in to one's conduct is not axiomatically a matter of deliberate wrongdoing, still less deliberately dishonest wrongdoing. Hence the distinction between ordinary breach of fiduciary duty and dishonest breach of fiduciary duty as separate causes of action altogether. To have permitted a situation where KPMG were appointed on the terms they were, to make excuses for the rejection of all alternatives to Le Lous, to refuse to countenance reputational damage for the professional trustees makes it possible to conclude (after full investigation at trial) that (whether deliberate or non-deliberate) there was a failure to act for proper purposes and an allowance of extraneous factors to intrude .

20. Again, this does not make it a fraud claim alone. Dishonesty is not a necessary ingredient ." (emphasis added) 39. This mass of repetitive and circular detail obscures the essential issues (contrary to the ordinary rules of pleading). In my judgment notwithstanding the opaque and obfuscatory wording used, the Plaintiff: is advancing an equivocal case and seeking to plead that there is a breach of duty, which "after full investigation at trial" might be found to be deliberate and dishonest; (ii) is seeking to allege dishonesty by reference to a pleading that is consistent with negligence or honesty; (iii) is not advancing a case of dishonesty in relation to collateral motives and/or conflict of interest that accords with the principles set out in Patel ; (iv) insofar as this averment does not plead dishonesty properly or at all, it is irrelevant for the purposes of Multinational and cannot therefore successfully advance any claim for breach of duty by the directors of Sijar ; and (v) in the absence of any substantive claim for loss arising from any alleged collateral motives and/or conflict of interest is non-material. The Alleged False Justification for the sale of the Chateau and the appointment of KPMG 40. This arises from paragraph 18 of the Order of Justice which is in the following terms: "18. It was plainly improper for the Defendants to permit KPMG to be appointed on

such remuneration terms -a small up-front fee of 25k euros and a contingent fee of 0.5% of the sale proceeds. That already substantially incentivised KPMG to remain fixed on a sale to Urgo/Le Lous without proper consideration of any alternatives. Their most limited contribution did not warrant a fee of that magnitude on any terms. Mr Durrell by email of 11 August 2019 however stated, "Frankly I am not prepared to discuss this matter of KPMG commission. It is essential that the Chateau be sold and KPMG is vital to this due to a litany of earlier attempts to sell". That was a completely false justification and known by the Defendants to be so. Interest from various interested parties had been received over the previous years but the owners' preferred interest was not to sell." 41. In "56. Paragraph 18 of the Order of Justice purportedly provides the material facts sufficient to justify the bald allegation of breach pleaded in paragraph 10. In the absence of any proper particulars of breach being pleaded against the individual Defendants, the averment in paragraph 18 looks similarly unparticularised insofar as it alleges that unidentified defendants knew that what Mr Durell had said was false.

57. It also makes an unparticularised allegation of dishonesty against Mr Durell, the deceased Fourth Defendant whose estate, insofar as I am aware, has not been served with these proceedings. To the extent that Mr Durell remains a party to these proceedings, this allegation must be properly pleaded against him in accordance with the decision in Patel and I so order." 42. The Plaintiff's response articulates the basis for alleging that Mr Durell knowingly made a false statement: "3.1 the allegation of dishonesty at paragraph 18 of the Order of Justice relates to the pleaded content of Mr Durrell's email dated 11 July 2019. It was knowingly false for him to state - (a) that it was essential that the Chateau be sold- because there were known potentially viable alternatives to sale still being actively explored i.e. 'plan B' and 'plan C' as stated at paragraph 19 of the Order of Justice; (b) further as to 'plan C', EEH Ventures produced a detailed Heads of Terms on 3 October 2019 for a refinancing facility of £120,337,183.00 which was forwarded to Angela Morris on 8 October 2019 (i.e. 72 days before the completion of the sale at undervalue on 19 December 2019); (c) that there had been a litany of earlier attempts to sell- it was false to describe the history in that way because Mr Durrell knew ( i ) that the owner's prior exploration of sale had been reluctant (ii) the owner's

consistent preference had been to find a way to retain ownership (iii) exploration of sale had been a reserve position only lest the attempts to refinance the AREO debt fail. 3.2 alternatively, it was recklessly false for him to state those things..." 43. On the basis of this response, the allegation of dishonesty unequivocally concerns the statements in Mr Durell's email that (a) it was essential that the Chateau be sold, and (b) that there had been "a litany" of previous attempts to sell the Chateau.

44. In my judgment: there is nothing in that paragraph of the response to justify the averment of dishonesty on the part of Mr Durell. At its highest, it evidences a difference of view as to the appropriate way forward, namely a sale or Plan B or Plan C and a difference of opinion as to how the admitted previous exploration of a sale might be described. (ii) there is no specific pleading of particulars as to why the other Defendants knew Mr Durell's justification was false. (iii) the pleading is insufficient to maintain a claim of dishonesty against Mr Durell for knowingly making false statements and/or the other Defendants for knowingly acting on those allegedly untrue statements.

45. Notwithstanding the categoric averment in the Plaintiff's response to the RFI that the alleged dishonesty relates to Mr Durell's email and the suggestion that the Chateau had to be sold, the Plaintiff's Supplemental Skeleton Argument engages in impermissible, shape shifting, once again unconstrained by the bounds of his pleading and/or the need to amend: "11. Regrettably it seems that the Defendants have by sleight of hand corrupted the meaning of the pleaded allegation; or as a minimum it is being misunderstood and taken out of context. Paragraph 18 of the Order of Justice clearly contends that it was improper for the Defendant to permit KPMG to be appointed upon the terms which they were. The Plaintiff contends that the justification for those terms was false. That is a perfectly intelligible allegation to which the Defendants can respond (and have responded).

12. For the purposes of this application, this allegation has been changed by the Defendants to be an overarching one that it was false to say that the Chateau needed to be sold.

13. But what the Plaintiff is saying is that a complete refusal to even discuss KPMG's terms was unjustified. It being allegedly vital that they be appointed on such terms was unjustified. There were all manner of ways in which KPMG could have been appointed which did not have a pre-loaded incentive to focus on Le Lous and relegate everything else.

14. There is nothing to strike out. This is not any separate head of complaint or claim in the first place; it forms part of stating a case on why there has been a breach fiduciary duty. One can easily and sensibly infer that the justification -for the terms and the apparent paramount nature of them which permitted a refusal to even discuss them- was known by Mr Durrell to be false." 46. In my paragraph 18 of the Order of Justice is insufficient to maintain a plea of dishonesty against any of the Defendants in accordance with Patel ; (ii) insofar as this paragraph does not plead dishonesty properly or at all, it is irrelevant for the purposes of Multinational and cannot therefore successfully advance any claim for breach of duty by the directors of Sijar ; and (iii) in the absence of any substantive claim for loss arising from it (as acknowledged by the Plaintiff in his response dated 13 November 2023 to question 21 of the RFI) is non-material. Exaggeration 47. At paragraph 19 of the Order of Justice, the Plaintiff pleads that: "19. Threats of foreclosure on the Trust indebtedness were made by the Defendants to fortify their focus on the Le Lous sale. These however were very substantially exaggerated..." (emphasis added) 48. In relation to the RFI, I found that this averment was deficient, and particulars should be provided: "62. Paragraph 19 of the Order of Justice purportedly

provides the against the individual Defendants, the averment in paragraph 19 looks similarly unparticularised insofar as it alleges that unidentified defendants made threats of foreclosure, which were exaggerated, in order to achieve a specific outcome." 49. The Plaintiff's response to the RFI does not provide substantive particulars but rather pleads that: "27. The Plaintiff's case is that all the director Defendants had knowledge that the foreclosure threats were being exaggerated or at least all had a means of knowing that they were being exaggerated and their fiduciary duty, in requiring each of them at all times to acquire and maintain a sufficient knowledge and understanding of the company's business to enable them properly to discharge their duties as directors, means that their knowledge for the purposes of answering the Request includes both actual and constructive knowledge i.e. which they ought to and would have attained by the exercise of reasonable endeavour having been put on inquiry.

28. Each director Defendant had a means of knowing that plan B and plan C were both potentially viable and would have represented preferred options to the proposed sale (such sale not even being backed by any professional valuation)." 50. The Plaintiff's Supplemental Skeleton Argument resiles from this averment being an allegation of dishonesty against the Defendants: "17. If there were viable alternatives to selling to Le Lous - whether because opportunities to cultivate other buyer interest had been missed or simply because refinancing would have been palatable to the creditors, then it is already obvious that foreclosure threats made by the Defendants would be exaggerated threats. All the more so if the foreclosure threats were not actually backed up by the contemporaneous communications between the Defendants and those creditors (or between KPMG or Stephenson Harwood and those creditors). The court cannot yet know the answer to this question.

18. To allege that somebody exaggerated something is not to allege (not automatically and intrinsically anyway) that somebody thereby committed a deceit." 51. In my the pleaded allegation is insufficient to maintain a plea of dishonesty against all or any of the Defendants; as this is a simple averment that the Defendants misapprehended the risk of foreclosure, it is irrelevant for the purposes of Multinational and cannot therefore successfully advance any claim for breach of duty by the directors of Sijar ; and (iii) given that there is no substantive pleaded claim for loss arising from it, is non-material. The Trickery Allegation 52. This arises out of paragraph 20 of the Order of Justice where the Plaintiff pleads "20... Indeed to the Defendants' knowledge, Mr Bees, for and on behalf SAS CCB, was ultimately tricked into signing the SPA by Angela Morris of Helm because he was threatened with a loss of the Cannes apartments and Sijac wine to the buyer. This came after his communicated refusal to sign the agreement because of his awareness that the Trust beneficiaries did not agree with the sale. On 19 December 2019, the day of completion, Ms Morris stated that the sale was proceeding against the beneficiaries' wishes and if Mr Bees did not sign the documentation, then these other assets would also be lost. Mr Bees emailed to state that he would sign reluctantly in order to at

least rescue those assets. He was however completely misled because in the result the buyer did also acquire those additional assets under the SPA." 53. The Defendants (in Request 32 under the RFI) sought details of all matters relied upon in relation to the averment about their knowledge and I ordered that this request should be answered. The Plaintiff's response to the RFI pleads that: "33... The Plaintiff's case is that each of the First to Fifth Defendants, by reason of their admissions noted at paragraph 12 above, had a material personal involvement in weighing up the progression and completion of the Le Lous sale against the alternatives, each had access to and must have become aware of the various records of the stipulation that the identified assets were intended to be excluded from the sale, each had access to the data room and did access it, each therefore had the ability to see and understand that the inclusion of furniture and antiques on the inventory put into the data room as pertaining to the transaction conflicted with the known, intended exclusion of assets. The Plaintiff's case is that each of the First to Fifth Defendant knew that Mr Bees had been misled because it was visible to them that the terms of the SPA as drafted did in fact include some of the assets which had always been sought to be excluded . On 9 December 2019 (the Plaintiff's belief being that

such email was shared with the First to Fifth Defendants) John Neale of Helm emailed Mr Bees to set out his understanding that some furniture in the Chateau had in fact been acquired. Mr Bees responded to say that this understanding was "very different to what both yourself and Angela have advised and confirmed in the past ... why is the story now changing?". On 13 December 2019 Mr Bees emailed Angela Morris to reiterate, "Our instructions have not changed on this point and if it transpires that these items are not removed from the sale and do not remain the Halabi family's property then you will be liable for the costs and damages that this failure causes". On 19 December 2019 Mr Bees emailed Angela Morris to record, "You have further informed me that if I do not sign on behalf of CCB and the Sijac /apartment entities that these will be lost in the deal. The loss of these assets is clearly against the interest of the family and the beneficiaries so I will reluctantly have to sign the documents in order to ensure that the assets of the family are protected". The Plaintiff's belief is that the First to Fifth Defendants each knew that Mr Bees had signed the SPA in the above circumstances and that the cited emails were common knowledge between them." (emphasis added) 54. This response is far from clear, recites a mass of evidence and obscures the essential issues. In my

judgment: the Plaintiff is advancing a case of dishonesty against Ms Morris for actively tricking Mr Bees; (ii) the Plaintiff is alleging dishonesty against each of the other Defendants on the basis of constructive knowledge; (iii) neither of these pleas accords with the requirements of Patel and both are insufficient to allege dishonesty; as these averments concern an alleged negligent misrepresentation, that is (v) given that there is no substantive pleaded claim for loss arising from this averment, it is non-material.

55. Further, given the averments in paragraphs 6 and 7 of the Order of Justice that it was the shares in SAS CCB that were sold by its owner, Grands Cru Holdings Sarl, it is wholly unclear as to why Mr Bees might have signed the sale and purchase agreement for the Chateau on behalf of SAS CCB.

56. Indeed, although not admissible for the purposes of any considerations under RCR 6/13(1)(a), as a matter of fact, the sale and purchase agreement for the Chateau was not signed by Mr Bees. That document was signed by Mr Buckley, the Fifth Defendant, on behalf of Grands Cru Holdings Sarl and Mr Le Lous on behalf of the purchaser and guarantor. The Sijar Dissolution Allegation 57. This arises from paragraph 25 of the Order of Justice which pleads that Helm wound up Sijar without any instruction so to do, whilst Sijar "still had handover responsibilities under the DORA" . It goes on to plead that: "25... In fact, Helm's execution of a statement of solvency (permitting the prompt winding-up) was done on the very same day on which the DORA was signed (1 June 2020) to record the obligations of Sijar as outgoing trustee. The Plaintiff alleges that by such extreme haste Helm was deliberately and dishonestly trying to distance Sijar from a threatened claim. By 8 June 2020 Sijar had already been dissolved (albeit by the restoration order above such dissolution is now deemed not to have happened)." 58. According to the Order of Justice, Sijar was wound up 6 months after the sale of the Chateau had completed (19 December 2019 as pleaded at paragraph 20 of the Order of Justice).

59. As to the handover responsibilities, I ordered that full particulars should be provided and, in his response, the Plaintiff pleaded that: "36. The responsibilities still held by Sijar under the DORA at the date of its winding up related to (being matters which the incoming trustee did not have prior knowledge of) - ( i ) providing information about the Ironzar VI Trust Deed, its administration and underlying entities prior to it becoming trustee; (ii) providing information about the English court proceedings under case number FD13D02971; (iii) providing information about the Xydhias Agreement heads of agreements dated 7 April 2015 and guarantee dated 9 December 2015.

37. By email dated 31 July 2020 the incoming trustee complained that the Defendants were failing in their handover responsibilities." 60. It is unclear to me how this factual matrix amounts to "extreme haste" or the existence of these obligations to provide information and/or the avoidance of an unparticularised claim against Sijar are alleged to render the dissolution of Sijar dishonest. In my judgment, the pleading fails to meet the requirements of Patel . Dishonest Assistance 61. In relation to Helm's alleged separate liability as an accessory, the Plaintiff pleaded in the Order of Justice that: "23. Helm itself was not a director of Sijar their breach of fiduciary duty above. Helm had knowledge of the aspects of the transaction which meant that the Defendant directors were failing in their duties to Sijar to permit it to proceed and Helm knew that these aspects contravened normally acceptable standards of honest conduct; at the very minimum Helm had a basis for suspicion of breach of fiduciary duty but consciously failed to make appropriate further enquiries." 62. In relation to the RFI, I held that "having pleaded dishonest assistance, the Plaintiff must plead all the facts, matters and circumstances relied on to show that Helm was dishonest; he cannot hide behind unparticularised allegations" and I directed that he provides full particulars of the allegations in accordance with Requests 40 and 41.

63. The response to the RFI states that: Request 40 "34. The individuals at Helm having a basis for suspecting a breach of fiduciary duty are the First to Fifth Defendants because as admitted at paragraph 34 of the Answer they were each director of both Sijar and Helm. The matters relied upon for alleging that they had a basis for suspecting a breach of duty is because the knowledge acquired by each of them in his/her capacity as director of Sijar about the acts and omissions of their fellow directors was attributable to him/her in his/her capacity as a director of Helm. Kelly Watson's personal involvement with the sale and whether it was allowed to proceed or not was also such that she had a basis for suspecting breach of fiduciary duty by the Sijar directors." Request 41 "35. The "further enquiries' encompassed at least - ( i ) diligent and prompt investigation of the viability and timescale of plan B and plan C; (ii) examining why and how a sale was being permitted to complete despite the absence of a professional valuation; (iii) examining whether the terms upon which KPMG had been appointed had skewed the likely outcome towards a sale rather than refinancing; (iv) examining the basis of the refusal by Mr Bees to sign the SPA because of stated damage to the family's interests; (v) examining what was behind Mr Bees' instruction on 22 October 2019 that KPMG must be removed

from the transaction; (vi) examining the basis of the concern being expressed even by the major creditor AREO that other options appeared to have been neglected; (vii) examining the troubling proximity between an application to wind up and dissolve Sijar and its entry into the DORA under which it still held outstanding handover responsibilities. The Plaintiff's case is that such enquiries would have confirmed a sale at undervalue and would have confirmed that the admitted 'considerable and sustained focus' on the Le Lous sale had been wrongly to the exclusion of other preferred options and this had represented a failure to promote the success of Sijar and/or protect its interests." 64. The original pleaded allegation in the Order of Justice was that the individual directors were aware that they were each, individually and collectively, dishonestly breaching their duties as directors of Sijar , and that in ignoring those breaches in their capacity as directors of Helm, they were dishonestly assisting in those breaches. Having failed to plead dishonesty properly or at all in relation to the alleged breaches of duty by the Defendants as directors of Sijar , these averments are reduced to one of the Defendants having acted negligently in the alleged breach of their duties.

65. Against a background of negligent, rather than deliberate, failings, the Plaintiff has failed to plead dishonesty properly or at all against the Defendants as directors of Helm. At its highest, the Plaintiff's claim is one of negligence against the directors of Helm which is insufficient to maintain an allegation of dishonest assistance and in my judgment, that claim is untenable and is doomed to fail. Prescription in relation to the Dishonest Assistance Claim 66. Further and/or alternatively, as Master Thompson held in Classic Herd Limited v Jersey Milk Marketing Board , a claim that is prescribed can be struck out. The Defendants aver that the dishonest assistance claim is prescribed given that: in Nolan v Minerva Trust Company Limited [2014] (2) JLR 117, the Royal Court held (at paragraph 501) that the prescription period applicable to actions for dishonest assistance was 3 years; (ii) in the current case, the sale of the Chateau completed on 19 December 2019 and the Order of Justice was issued over 3 years later in May 2023.

67. The Plaintiff's Reply avers that: on reinstating Sijar , the Court "has power to declare if and in so far as necessary that the period of dissolution does not count for the purposes of prescription" (paragraph 5 of the Reply); Plaintiff suffered from an empêchement as he could neither bring proceedings nor obtain an assignment of the cause of action until he obtained his majority (paragraph 6 of the Reply); (iii) the dissolution of Sijar and the need for the Plaintiff to attain majority represent an empêchement (paragraph 7 of the Reply); and (iv) as directors of Sijar , the Defendants were also trustees of its assets and the claim made by the Plaintiff was one for "deliberate or reckless and/or dishonest breach of fiduciary duty and thus thereby fraudulent breach of trust for the purposes of Article 57(1)(a) [of the Trusts (Jersey) Law 1984]" which provides that: "(1) No period of limitation or prescription shall apply to an action brought against a trustee - (a) in respect of any fraud to which the trustee was a party or to which the trustee was privy;" 68. The Plaintiff's Supplemental Skeleton Argument obfuscates matters in that it asserts that: "27. The dissolution on 8 June 2020 could not possibly have been discovered before it took place. The Order of Justice was issued in May 2023." 69. The dissolution is not the act of which the Plaintiff complains; he complains of the sale at an undervalue and at its highest, suggests that the dissolution of Sijar is evidence of dishonesty on the part of Helm.

70. The Plaintiff's Supplemental Skeleton Argument further obfuscates matters in that it asserts that: "35. The Defendants run a curious argument here anyway - we constituted Sijar and so because the Plaintiff is an assignee of Sijar's rights then Sijar knew everything that Sijar did as soon as it did it and the ignorant assignee cannot be in any better position. It is ludicrous to suggest that prescription could be cheated by any claimant simply assigning a cause of action to a minor. An assignment in such circumstances would be unlawful champerty, maintenance or an abuse of process. Here, the Defendants have to take the Plaintiff as they find him. He is the disappointed beneficiary, and he issued the claim within 3 years of attaining majority." 71. In terms of the averments in the Reply: Sijar was reinstated on 2 May 2023. Although the Plaintiff asserts that the Court has power to declare that the period of dissolution does not count towards prescription, no such order has been made nor has any such order been sought in the Order of Justice. In my judgment, this averment is doomed to fail. Plaintiff has pleaded empêchements at paragraphs 6 and 7 of his Reply. In my judgment, the Court should be wary of striking out such averments, no matter how shadowy, given that they are fact specific and, on a strike out the Court should only proceed where it is plain and obvious that they

are untenable. However, in this case, as set out below in paragraphs to 91 below , the Plaintiff has singularly failed to address in his affidavit either the assignment or the empêchements allegedly arising and in my judgment, these averments fall to be struck out under RCR 6/13(1)(b) and (d). (iii) The final claim is that this action concerns a fraudulent breach of trust on the basis that, as pleaded in paragraph 8 of his Reply: "the personal Defendants were as directors of Sijar fiduciary stewards of its assets and thus themselves trustees for the for the purposes of Article 57 Trusts (Jersey) Law 1984." (iv) Irrespective of any considerations as to whether this plea is consistent with the claims made in the Order of Justice and/or can properly be advanced in a Reply alone, in the absence of any properly pleaded claim for dishonesty or fraud, it is wholly untenable and falls to be struck out under RCR 6/13(1)(b) and (d). Striking Out under RCR 6/13(1)(a) - No Reasonable Cause of Action 72. In my the Plaintiff has failed to plead dishonesty properly or at all in accordance with Patel against all or any of the Defendants; specific averments set out below fail to plead dishonesty properly and insofar as they amount to simple allegations of breach, are irrelevant to the allegation that the sale of the Chateau was an actionable breach of duty given that those actions were approved

by Helm as shareholder of Sijar : (a) collateral motives (paragraphs 12 and 26 of the Order of Justice); of Justice); allegation that Mr Bees was tricked into signing the sale and purchase agreement for the Chateau (paragraph 20 of the Order of Justice); and (e) the Sijar Dissolution Allegation. absence of any proper pleading of dishonesty the claim in relation to the alleged sale of the Chateau has no prospect of success given the application of the Multinational principle; (iv) in the absence of any proper pleading of dishonesty, the claim for dishonest assistance is doomed to fail and should be struck out; (v) there is no reasonable cause of action against Mr Durell as the Order of Justice has lapsed against him pursuant to the RCR; and (vi) there is no properly pleaded claim against Ms Watson as a de facto director of Sijar and there is no reasonable cause of action against her.

73. Accordingly, I strike out the Plaintiff's Order of Justice in full as disclosing no reasonable cause of action. RCR 6/13(1)(b) and (d) - scandalous, frivolous or vexatious or an abuse 74. Notwithstanding that the law of strike out in Jersey is well-established, the Plaintiff submitted that this was an occasion where the Court should look widely at English decisions to provide some context for what the Plaintiff submitted was a "formidable barrier" to an application to strike out the proceedings. I have considered those decisions (referred to in paragraphs 69 to 82 of the Plaintiff's Skeleton Argument) and in my judgment, they neither add to, nor refine, the task before me, nor do they assist in applying the established principles.

75. Part of the Plaintiff's submissions were to the effect that this application was premature in that if nothing substantive arose on discovery, the Plaintiff would abandon his claim. In my judgment, it is vexatious and/or an abuse of process to make unsubstantiated and/or unjustified allegations, particularly of dishonesty, in a pleading in the hope that something might turn up on discovery.

76. Further and/or alternatively, if I am wrong about any of the above, in my judgment it is scandalous, frivolous or vexatious or an abuse of process: to plead a case with such a lack of precision and/or such ambiguity that it purports to advance a case of dishonesty on its face, yet when pressed for particulars, such claims are abandoned without concern as to the bounds of the pleading and/or the need to amend; (ii) to plead a case with such a mass of unnecessary evidence and/or non-material averments; (iii) to advance a case that Mr Bees was tricked into signing the sale and purchase agreement for the Chateau when as a matter of fact, he did not do so; (iv) to maintain a claim against the late Mr Durell without having served him or his estate within 12 months of issuing the proceedings; (v) to bring an unparticularised claim against an alleged de facto director without expressly pleading the material facts necessary for such a plea and/or to do so in circumstances where the meeting of Sijar approving the sale of the Chateau was on 10 October 2019 and attended by the First to Fifth Defendants only. Ms Watson was not in attendance at that meeting.

77. Further, for the reasons set out in paragraphs to above, the grounds advanced by the Plaintiff in support of his averment that the dishonest assistance claim is not prescribed are doomed to fail.

78. I have considered whether these defects could be cured by amendment but on the basis of the documents filed by the Plaintiff and listed in paragraph above in which he has attempted to set out his case with clarity, this would be an eighth attempt to plead his case properly. In my judgment, the Plaintiff has had more than sufficient opportunity in accordance with the Overriding Objective, to plead his case properly. He has failed so to do and I do not think that any further permission to amend should be given.

79. Accordingly, insofar as I am wrong to strike out the claim as disclosing no reasonable cause of action, I strike out any remaining parts of the Plaintiff's Order of Justice under RCR 6/13(1)(b) and (d). Summary Judgment 80. Rule 7/1 of the RCR provides that: "(1) The Court may in any proceedings give summary judgment against a plaintiff or defendant on the whole of a claim or on a particular issue in any pleading if - (a) it considers that - ( i ) the plaintiff has no real prospect of succeeding on the claim or issue, or (ii) the defendant has no real prospect of successfully defending the claim or issue; and (b) there is no other compelling reason why the case or issue should be disposed of at a trial." 81. As to the principles to be applied, in HRCKY Ltd v Hard Rock Ltd [2019] JCA 123 , the Court held that: "59. At paragraph 18 of his judgment giving the Appellant leave to appeal the judgment of the Royal Court of 1st February 2018, McNeill JA helpfully set out the test which is to be adopted by the Court on an application for summary dismissal. In essence the principles are those set out by Lewison J in Easyair Limited v Opal Telecom Limited [2009] EWHC 339 (Ch) at paragraph 15:- ""( i ) The court must consider whether the claimant has a "realistic" as opposed to a "fanciful" prospect of success - Swain v Hillman [2001] 2 All ER 91; (ii) A "realistic" claim is one that

carries some degree of conviction. This means a claim that is more than merely arguable - ED & F Man Liquid Products v Patel [2003] EWCA Civ 472 at [8]; (iii) In reaching its conclusion the court must not conduct a "mini- trial" - Swain v Hillman; (iv) This does not mean that the court must take at face value and without analysis everything that a claimant says in his statements before the court. In some cases it may be clear that there is no real substance in factual assertions made, particularly if contradicted by contemporaneous documents: ED& F Man Liquid Products v Patel at [10]; (v) However, in reaching its conclusion the court must take into account not only the evidence actually placed before it on the application of a summary judgment, but also the evidence that can reasonably be expected to be available at trial - Royal Brompton Hospital NHS Trust v Hammond (No 5) [2001] EWCA Civ 550; (vi) Although a case may turn out at trial not to be really complicated, it does not follow that it should be decided without the fuller investigation into the facts at trial than is possible or permissible on summary judgment. Thus the court should hesitate about making a final decision without a trial, even where there is no obvious conflict of fact at the time of the application, where reasonable grounds exist for believing that a fuller investigation into the facts of the case would

add to or alter the evidence available to a trial judge and so affect the outcome of the case - Doncaster Pharmaceuticals Group Limited v Bolton Pharmaceutical Co 100 Limited [2007] FSR 63 ; (vii) On the other hand it is not uncommon for an application under Part 24 to give rise to a short point of law or construction and, if the court is satisfied that it has before it all the evidence necessary for the proper determination of the question and that the parties have had an adequate opportunity to address it in argument, it should grasp the nettle and decide it. The reason is quite simple - if the respondent's case is bad in law, he will in truth have no real prospect of succeeding on his claim or successfully defending the claim against him, as the case may be. Similarly, if the applicant's case is bad in law, the sooner that is determined, the better. If it is possible to show by evidence that although material in the form or documents or oral evidence that would put the documents in another light is not currently before the court, such material is likely to exist and can be expected to be available at trial, it would be wrong to give summary judgment because there would be a real, as opposed to a fanciful, prospect of success. However, it is not enough simply to argue that the case should be allowed to go to trial because something may turn up which would have a bearing on

the question of construction - ICI Chemicals& Polymers Limited v TTE Training Limited [2007] EWCA Civ 725." 82. The Court of Appeal in In the matter of the Amy Tutelles [2011] JCA144 , approved the comments of Birt D. B. in Toothill v HSBC Bank [2008] JLR 77 at [29] where he held "In short, the court must consider whether the defendant has shown an arguable defence, i.e. whether there is a triable issue. If so, leave to defend should be given. We would, however, refer specifically to the passage at para. 14/4/5, at 173 which states: "the defendant's affidavit must "condescend upon particulars," and should, so far as possible, deal specifically with the plaintiff's claim and affidavit, and state clearly and concisely what the defence is, and what facts are relied on to support it. As is stated later in the same passage - "Indeed, in all cases, sufficient facts and particulars must be given to show that there is a triable issue"." 83. Notwithstanding that the above statements of the law on summary judgment in Jersey are well-established, the Plaintiff concluded the section of his Skeleton Argument dealing with English decisions with a reference that appeared to suggest, en passant , that respondents to applications for summary judgment should not put in evidence and the Court should focus on the pleadings rather than evidence or potential evidence: 82. Finally, there has of

course been very recent treatment of issues of summary disposal by the Supreme Court in the case of Okpabi v Royal Dutch Shell plc [2021] UKSC 3 (12/2/21) [Bundle Ref - L859-L899]. It has now been stressed by the highest court again that it is essential to avoid conducting mini-trials (and what that actually means) - [22] 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 that there is a triable issue. [107] The result is that instead of focusing on the pleaded case and whether that discloses an arguable claim, the court is drawn into an evaluation of the weight of the evidence and the exercise of a judgment based on that evidence. That is not its task at this interlocutory stage. The factual averments made in support of the claim should be accepted unless, exceptionally, they are demonstrably untrue or unsupportable.

84. Simply citing extracts from paragraphs at opposite ends of a closely reasoned decision of the Supreme Court does not assist the Court. Okpabi v Royal Dutch Shell Plc [2021] UKSC 3 concerned an application for permission to serve a claim form out of the jurisdiction, which was granted following a half day, ex parte hearing. That decision was appealed, and the appeal was heard over 3 days, with that decision subsequently appealed to the Court of Appeal, which decided to admit fresh evidence. Witness statements from some 43 witnesses of fact were adduced together with expert reports, and those witness statements attracted judicial criticism from the Court of Appeal given that they ran "to over 2,000 pages of material, and eight files of exhibits." The Supreme Court held that both the judge on appeal, and the Court of Appeal, erred in conducting a mini-trial, as opposed to what should have been done which was to "subject the evidence to critical analysis" (paragraph 111). This led to both courts making inappropriate determinations in relation to contested factual evidence (at paragraph 120) and documentary evidence (paragraph 126). The Supreme Court held that: 103. This was a jurisdiction challenge and concerned whether it was appropriate to grant permission to serve proceedings out of the jurisdiction on a foreign defendant. Those proceedings were meant to be as defined in the particulars of claim for which permission to serve out was sought. 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.

104. If the issues are addressed by reference to the pleaded case, then the focus of the inquiry is clearly circumscribed and problems of lack of proportionality should generally be avoided.

85. This is a long way removed from the matter before me, and there are important differences: an Order of Justice does not contain any statement of truth and nor has Mr Halabi confirmed in his affidavit that it is true; (ii) a respondent to a contested application for permission to serve out is interested in persuading the Court that there is no triable issue, whereas on an application for summary judgment the respondent is interested in establishing the exact opposite; (iii) as part of determining the application for summary judgment, I must ascertain whether the Plaintiff's claim is realistic. It is therefore incumbent on the Plaintiff to provide an affidavit that deals specifically with his case, the Defendants' case, and the matters relied on to support it (in accordance with Birt D. B.'s comments in Toothill v HSBC Bank ); (iv) critically analysing the affidavits provided to me to determine whether the Plaintiff's claim is realistic or fanciful does not require the Court to conduct a mini-trial. The Evidence Relied Upon 86. This is an application for reverse summary judgment in that it is the Defendants who are seeking to obtain summary judgment on the basis that the Plaintiff has no real prospect of succeeding on the claim. The Court ordered the Defendants to provide their evidence first and for the Plaintiff to respond, with a right of reply to the Defendants: in

support of their application, the Defendants filed a 50 page affidavit from Ms Morris, which exhibits nearly 1,300 pages of relevant, contemporaneous documents; (ii) in response, the Plaintiff filed a 15 page affidavit from his father, Simon Halabi, with no exhibits. That affidavit does not "condescend upon particulars" whether in relation to the pleaded allegations, the assignment of the claim to his son, any issues relating to prescription and/or empêchement , and/or the factual assertions made by Ms Morris; (iii) as to that latter point, this appears to be the result of a deliberate decision on the part of Mr Halabi in that he deposes that: "22. Turning now to the affidavit of Ms Morris directly, it is not productive or proportionate to address each paragraph one by one so any failure to address parts of what is argued by her should not be taken to be any acceptance of the correctness. I am trying to concentrate on what matters for the court's decision on whether the Plaintiff has disclosed a viable claim which has prospects of success which are better than merely false fanciful or imaginary:" (iv) Ms Morris thereafter filed a further short affidavit joining issue with some of Mr Halabi's statements.

87. A similar approach was adopted in the Plaintiff's Advocate's submissions which were largely rhetorical and reflected questions he said arose from the documents disclosed by Ms Morris. As he noted in his Skeleton Argument: "86. There is no apology for the rhetorical nature of this following section. These are obvious questions and they are questions which obviously have a direct bearing on the claim. The Plaintiff cannot access much of the relevant material independently. He needs the benefit of the litigation process (and nor should he apologise for that fact either)." 88. It also reflected the Plaintiff's submissions to the Court in relation to the RFI, when he submitted, in effect, that the Order of Justice contained all of the particulars that could be pleaded prior to discovery, as noted in the Further Response dated 13 November 2023 to the RFI: "Moreover, the Summons introduces material injustice - because the disclosure of relevant documents not accessible to the Plaintiff in advance will substantially contribute to the understanding of the precise manner in which the Defendants permitted an undervalue sale and failed to progress all viable alternatives, the Plaintiff has, pending such disclosure, stated that which he can to articulate his essential complaint..." 89. I addressed this apparent information imbalance in the RFI judgment: "36. This is a claim by a company

for breach of fiduciary duty against its former directors, which claim has allegedly been assigned to the Plaintiff. In my judgment, before bringing any such claim, the Plaintiff should have satisfied himself that he had all of the material necessary and to the extent that he did not, his remedy was to revert to the company, not to issue an inadequately particularised Order of Justice. If the company itself did not have the relevant documentary records, it should have explored its own remedies and/or either a different claim, or a differently- pleaded claim, could have been brought.

37. There is no evidence before me as to what the position might be in relation to the company's documents. Advocate Ingram, for the Plaintiff, submitted that the Plaintiff did not have those documents. In my judgment, that is irrelevant for the purposes of these proceedings. The Defendants cannot, in these proceedings, be held to account for any failings on the part of the company to provide relevant documents to the Plaintiff, nor can the Plaintiff simply make an unparticularised allegation in the hope that something might turn up on discovery.

38. The Plaintiff submits that in some circumstances the Court should afford leeway to a party who lacks information, and he relies on the English decision of Emerald Supplies v British Airways plc [2014] EWHC 3514 . That was a competition case concerning a secret cartel where absent disclosure of the defendant's internal documentation, it was impossible for the claimants properly to plead one aspect of it. It is unnecessary for me to determine whether special rules apply in Jersey to such cases because the claim before me is not a cartel case; it is an ordinary claim for breach of duty by a company against its former directors where it is necessary and proportionate for the claims against the individual defendants to be clearly pleaded." 90. In his final response dated 18 January 2024 to the RFI, the Plaintiff once again prayed in aid the apparent information imbalance: "15. For the avoidance of doubt the Plaintiff otherwise has a genuine inability at this stage to penetrate the internal email traffic between the Defendant directors, their text or WhatsApp communications or other internal file notes or memoranda in order to ascertain which Defendant may have taken a lead on a particular matter or the manner in which other Defendants were consulted directly or indirectly." 91. In my judgment, the alleged information imbalance cannot be relied upon as a reason for not providing

a properly pleaded case and/or for failing to provide an affidavit that deals with the specifics of his claim and/or the Defendants' Answer: as noted in the RFI Judgment, the Plaintiff could and should have ensured that he had all of the necessary material and documents before instituting proceedings against the Defendants; he did not do so; (ii) since I gave judgment in December 2023, the Plaintiff appears to have done nothing to advance his position. According to Advocate Ingram, he does not know what documents Helm might hold or have held on behalf of Sijar , nor has he, or anyone else on his behalf, asked for copies of the documents held and retained by Sijar's former administrators. (iii) Mr Halabi senior, the Plaintiff's father, the person who as director of Sijar purportedly assigned the claims to the Plaintiff, and who swore the affidavit filed on behalf of the Plaintiff in relation to this application was a contemporaneous protagonist in the events about which complaint is made and was far from a mere bystander: (a) as Ms Morris deposes, it was Mr Halabi who negotiated the offer from Urgo: 4.9 Mr Halabi was actively involved in those initial sale discussions, most of which pre-dated Sijar taking over as Trustee. I understand that Mr Halabi's prior involvement included (but was not limited to) - (a) discussing terms of sale of the shares in SAS with Urgo (an

entity owned by Altair); (b) negotiating the Urgo Indicative Offer (as defined below); (c) coordinating other aspects of the sale and due diligence process; and (d) instructing the preparation of sale related documentation. 4.10 Following initial negotiations with Urgo, Mr Halabi obtained an indicative non-binding offer from Urgo on 8 March 2019 (the Urgo Indicative Offer). The Urgo Indicative Offer comprised an offer of €150m for the purchase of 100% of the shares in SAS on a cash free, debt free basis and including all real estate and all inventory at closing. The Urgo Indicative Offer clarifies that inventory at closing included "the 2018 vintage and all current production"... 4.12 Following a period of negotiation between Mr Halabi and BTG (the family office of Urgo) Mr Halabi counter-signed the Urgo Indicative Offer Letter on 25 March 2019. A copy of the Urgo Indicative Offer, which is countersigned by Mr Halabi, is exhibited at [AMM1/592-597] (b) it was Mr Halabi senior who subsequently engaged Helm, and as he states in his affidavit "28... Thus I was responsible for negotiating all transactions and liaising with professionals independently, managing their fees and roles while ensuring they reported to me throughout these transactions. The engagement of Helm was based solely on their commitment to complete the sale, as per our agreed terms..." (c) as part of that

engagement, he was involved in the instruction of KPMG as Mr Bees acknowledged in an email dated 11 July 2019 exhibited to Ms Morris' affidavit: "I have now managed to discuss further with Mr Halabi and he confirmed the following - 1. During the telephone conference with Julian [Parsons of KPMG] a good faith down payment of €25,000 was agreed 2. During the conference call it was agreed that KPMG would be paid a success fee of 1% of the sale purchase price of the asset upon completion for any purchaser that they introduced.

3. It was never agreed during the conference call that KPMG would receive 0.5% of the sale purchase price upon buyer...." (d) yet Mr Halabi's affidavit singularly fails to mention his role in the contemporaneous events about which complaint is made, nor does he exhibit any documents whatsoever to support the averments made by the Plaintiff in the Order of Justice. Assessment 92. Whilst size is not necessarily indicative of accuracy or merits, Ms Morris' affidavit is detailed and cross-referenced extensively to the contemporaneous documents. In contrast, Mr Halabi's affidavit eschews detail, seemingly deliberately, and exhibits no contemporaneous documents whatsoever.

93. Against that background, I think it appropriate to explore the evidence about the sale of the Chateau, and the specific averments that were referred to above, namely: the alleged inference of collateral motives (paragraphs 12 and 26 of the Order of Justice); Ms Morris' First Affidavit sets out the detailed factual background. Mr Halabi makes the same bare assertion as appears in the Order of Justice. KPMG (paragraph 18 of the Order of Justice) are dealt with by Ms Morris over 38 paragraphs in sections 4 and 6 of her First Affidavit, and she sets out her understanding of the background to Mr Durell's email at paragraphs 6.16 to 6.19). Mr Halabi criticises 5 points (paragraphs 39, 40, 43, 44, and 45) yet none provide any substantive evidence to corroborate the Plaintiff's pleading, notwithstanding that Mr Halabi was intimately engaged in events. of Justice) are dealt with by Ms Morris over 51 paragraphs in Section 7 of her First Affidavit together with references to a number of contemporaneous documents in her exhibit. Mr Halabi joins issue with 5 statements (at paragraphs 46 to 50 of his affidavit) yet none of them support the Plaintiff's case that the threats of foreclosure were exaggerated. (iv) the agreement for the Chateau (paragraph 20 of the Order of Justice). Ms Morris deals with the signing of the sale and purchase agreement over 26 paragraphs in section 8 of her

First Affidavit, together with references to a number of contemporaneous documents in her exhibit, and Mr Halabi does not address this issue at all in his affidavit. (v) the Sijar Dissolution Allegation. Ms Morris deals with this at section 9 of her First Affidavit, and Mr Halabi addresses it at paragraphs 18 and 19 of his affidavit. There is clearly a difference of perception between them. However, even with the benefit of Mr Halabi's affidavit, it is unclear to me how he asserts that the Defendants "raced to get Sijar struck off the register" , 6 months after the sale had completed.

94. In assessing the parties' respective prospects, the Court should not conduct a mini-trial and I have not done so. In my judgment: a critical analysis of the material filed by the parties suggests that the weight of the evidence in this case is clearly and overwhelmingly in favour of the Defendants; (ii) given the time that has elapsed and the numerous attempts by the Plaintiff to plead his case properly, I do not think that there is any further evidence that can reasonably be expected to be available at trial to assist the Plaintiff; Defendants' case has a realistic prospect of success; Plaintiff's case is less than fanciful.

95. Further, although not expressly pursued in the Plaintiff's Skeleton Arguments or in Mr Halabi's affidavit, I do not think that there is any compelling reason why this case should be disposed of at trial rather than in a summary manner.

96. Accordingly, to the extent that I was wrong to strike out the claims as disclosing no reasonable cause of action, and/or to the extent that I was wrong to strike out the claims under RCR 6/13(1)(b) and (d), I grant reverse summary judgment to the Defendants and dismiss the Plaintiff's claims against the Defendants for breach of fiduciary duty and/or dishonest assistance. Authorities Halabi v Farrow and Ors [2023] JRC 251 . Halabi v Farrow and Ors [2024] JRC 243 . Royal Court Rules 2004. Trant v AG and Others [2007] JCA 073 . Patel v JTC Trust Company Limited [2023] JRC 152 . Armitage v Nurse [1998] Ch 241 . Cunningham v Cunningham [2009] JLR 227 . Channel Islands and International Law Trust Company Limited v Pike [1990] JLR 27 . Classic Herd Limited v Jersey Milk Marketing Board [2014] (2) JLR Note 4. Financial Technology Ventures II (Q) IP v ETFS [2021] (1) JLR 122. Multinational Gas & Petroleum Co v Multinational Gas & Petrochemical Services Ltd ("Multinational") [1983] Ch 258. Federal Republic of Brazil v Durant International Corporation [2012] (2) JLR 356. Bowthorpe Holdings Ltd and others v Hills and others [2002] EWHC 2331 . Nolan v Minerva Trust Company Limited [2014] (2) JLR 117.

HRCKY Ltd v Hard Rock Limited [2019] JCA 123 . In the matter of the Amy Tutelles [2011] JCA 144 . Toothill v HSBC Bank PLC [2008] JLR 77 . Okpabi v Royal Dutch Shell Plc [2021] UKSC 3 . Page Last Updated: 09 Jul 2025 BAILII: Copyright Policy | Disclaimers | Privacy Policy | Feedback | Donate to BAILII