Halabi v Farrow and Ors (Royal Court : Hearing (Civil) : Thompson : Trust) [2025] JRC 326 (8 December 2025)

judgment the commissioner: Introduction 1. This judgment contains my decision in respect of an appeal by the Plaintiff against a judgment of Master Cadin dated 25 June 2025 reported at [2025] JRC 169 ("the Judgment"). For the reasons set out in the Judgment, Master Cadin struck out the Plaintiff's Order of Justice and Reply in its entirety. The Master did so on the basis that the claims disclosed no reasonable cause of action, they were scandalous, frivolous or vexatious or an abuse of process. In the alternative, the Master also granted reverse summary judgment in favour of the First to Third and Fifth to Seventh Defendants ("the Defendants") and dismissed the Plaintiff's claims against the Defendants for breach of fiduciary duty and / or dishonest assistance.

2. I sat alone in relation to the appeal because the grounds raised were all matters of procedure or law which did not require the presence of Jurats. Background and the Master's Judgment in detail 3. The overall background to the dispute was set out by the Master in an earlier judgment concerning requests for information reported at Halabi v Farrow and Others [2023] JRC 251 ("the RFI Judgment"). Paragraphs 2 to 9 of the RFI Judgment summarised the background as follows: "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").

4. In the RFI Judgment, Master Cadin directed the Plaintiff to answer some of the requests for information, to provide copies of documents referred to in some of the requests and, in particular, to plead in full allegations of dishonesty referred to in paragraph 18 of the Order of Justice should the Fourth Defendant remain a party to the proceedings. I interject to add at this stage that the Fourth Defendant passed away in December 2020. His estate has never been served with these proceedings.

5. The Judgment runs to ninety-six paragraphs and is a thorough and comprehensive analysis of the issues raised before the Master reflecting both his experience and the established case law on the issues he had to consider.

6. It firstly dealt with the applicable legal principles on strike out, including setting out what was required to plead dishonesty by reference to Patel v JTC Company [2023] JRC 152 . This led Master Cadin at paragraph 8 to state the following: "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." 7. Master Cadin then addressed what was the Plaintiff's pleaded case in a section headed "The Challenge of Identifying the Plaintiff's Pleaded Case" . Having cited an observation of Crow JA in Financial Technologies Ventures 2 (Q) IP v ETFS [2021] 1 JLR 122 at paragraphs 42 and 45, Master Cadin then observed that the Plaintiff's case was now set in seven different documents and that the cases were not consistent with each other.

8. At the hearing before Master Cadin, Advocate Ingram who then appeared for the Plaintiff, was recorded as stating that paragraph 85 of his skeleton argument was the high watermark of his case, and that the sale of the Chateau at an undervalue was at the nub of that case. Paragraph 85 was cited by Master Cadin at paragraph 15 of the Judgment as follows: "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)" 9. Master Cadin then analysed how that claim had been pleaded. At paragraph 16b(ii), he noted that the Plaintiff was not pleading that he was a beneficiary of any trust administered by Sijar and / or that the Plaintiff was bringing a new claim in such capacity.

10. At paragraph 16(iii), Master Cadin then stated: "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 - (a) the alleged inference of collateral motives (paragraphs 12 and 26 of the Order of Justice) - (b) the 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)." 11. At paragraph 16(iv), Master Cadin set out that the Plaintiff was alleging that Sijar was wound up by the Defendants with extreme haste which he described as the " Sijar Dissolution Allegation".

12. He then noted at paragraphs 16(v) that the Order of Justice did not contain any conventional pleading of a breach of fiduciary duty and instead pleaded the following at paragraph 26: "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." 13. The losses claimed were the loss of the reasonable achievable sale price or alternatively the loss of a chance of achieving substantially higher sale proceeds. These losses were claimed by the Plaintiff as assignee.

14. Master Cadin then noted at paragraph 17 that the Plaintiff in his Reply had described the claim as being one for "deliberate or reckless and / or dishonest breach of fiduciary duty and thus thereby fraudulent breach of trust". However, in a supplemental skeleton argument dated 30 May 2025 filed before Master Cadin, the Plaintiff retreated from this position and submitted 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 Thierer [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." 15. This led Master Cadin to observe that there was more than an element of "shifting sands" in this submission. He also repeated that if fraud was to be alleged, it had to be distinctly alleged and sufficiently pleaded and that fraud would not be particularised where the facts pleaded were consistent with innocence.

16. At paragraph 19, he stated that dishonesty or lack of good faith was a pre-requisite for any claim arising from the sale of the Chateau given it was a decision approved by Sijar's shareholder.

17. The Judgment then dealt with the claim in relation to the sale of the Chateau. This part of the Judgment was relevant to the claim of dishonest assistance on the basis that Helm Trust Company Limited ("the Seventh Defendant") was responsible for the appointment of the First to Sixth Defendants as directors of Sijar .

18. Master Cadin, at paragraph 22 of the Judgment, noted the Defendants' submission as follows: "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)..." 19. The reliance on Multinational led Master Cadin to permit Counsel to file additional authorities. Counsel agreed that the Multinational principle only applied when the conduct in issue was in good faith. This led Master Cadin to conclude at paragraph 26 as follows: "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." Breaches of duty 20. Master Cadin then dealt with allegations of breach of duty. Having noted that the Plaintiff should answer certain requests for information, he noted at paragraph 30 that the Plaintiff's case was advancing an allegation that the board members collectively breached their duties by permitting the sale of the Chateau to complete. This allegation was further repeated

in paragraph 14 of the Plaintiff's response to the request for information ordered by Master Cadin. This led Master Cadin to reach the following conclusions at paragraph 31 that the Plaintiff had: "( i ) 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." 21. Master Cadin then noted that not all the Defendants could be treated equally. He firstly noted that the Fourth Defendant's estate had never been served, leading Advocate Ingram to concede that the Order of Justice against Mr Durrell had lapsed pursuant to Royal Court Rule 20/6.

22. In relation to the Sixth Defendant, Master Cadin noted the Plaintiff for the first time argued that the Sixth Defendant only became a director on 17 January 2020. However, the Plaintiff alleged that she was a de facto director. Master Cadin concluded that this allegation was insufficiently particularised.

23. Master Cadin then dealt with the specific allegations summarised at paragraph 16(iii) and (iv) of his Judgment which I have set out above at paragraphs 10 and 11. The sale of the Chateau and collateral motives 24. In relation to the suggestion that the sale of the Chateau was motivated by collateral motives, Master Cadin recorded that he had ordered requests for further information in relation to these motives. However, the Plaintiff's answer did not address these requests and instead simply pleaded that the belief was to be inferred following proper forensic scrutiny (paragraph 36).

25. In relation to which Defendants were said to have undisclosed conflicts of interest, Master Cadin noted that the Plaintiff's response was that all had undisclosed conflicts of interest. He then described the Plaintiff's response to request 44 as effectively a recitation of evidence previously pleaded. This led Master Cadin to state as follows at paragraph 39: "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 - ( i ) 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." 26. Starting at paragraph 40, Master Cadin then considered further allegations about the sale of the Chateau under the heading "The Alleged False Justification for the sale of the Chateau and the appointment of KPMG". This part of his analysis arose from paragraph 18 of the Order of Justice which was 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." 27. In the RFI Judgment, Master Cadin required the allegations of breach and dishonesty set out in paragraph 18 of the Order of Justice to be particularised.

28. Master Cadin summarised the Plaintiff's response to these requests at paragraph 43 as follows: "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." 29. This led him to conclude the following at paragraphs 44 and 45: "44. In my judgment - (1) 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..." 30. Accordingly, in paragraph 46 he concluded that paragraph 18 of the Order of Justice was insufficient to maintain a plea of dishonesty in accordance with the principles in Patel , as dishonesty was not being alleged it was irrelevant for the purposes of Multinational , and therefore the Plaintiff could not successfully advance any claim for breach of duty by the directors of Sijar (the First to Sixth Defendants). He also noted there was no substantive claim for loss. Exaggeration of the threats of foreclosure 31. The next section of the Judgment used the heading "Exaggeration" based on an assertion at paragraph 19 of the Order of Justice that threats of foreclosure were made which were very substantially exaggerated.

32. This led Master Cadin in the RFI Judgment to order further particulars.

33. Master Cadin then set out that the Plaintiff's response to the RFI on this question did not provide substantive particulars. He then noted at paragraph 50 that the Plaintiff's supplemental skeleton resiled from this averment as being an allegation of dishonesty.

34. At paragraph 51, he then reached the same conclusions in respect of paragraph 19 of the Order of Justice that he had reached in respect of paragraph 18. The trickery allegation 35. This allegation arose out of paragraph 20 of the Order of Justice where it was alleged as follows: "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." 36. Again, Master Cadin noted that he had ordered further particulars of this request.

37. At paragraph 53, the Master set out the Plaintiff's response which included the following statement: "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." 38. This led Master Cadin at paragraph 54 to conclude as follows: "54. This response is far from clear, recites a mass of evidence and obscures the essential issues. In my judgment - ( i ) 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; (iv) insofar as these averments concern an alleged negligent misrepresentation, that 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) given that there is no substantive pleaded claim for loss arising from this averment, it is non- material." 39. He also noted that the shares in SAS CCB were sold by its owner and that the share purchase agreement was signed by 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 40. Master Cadin next dealt with the Sijar Dissolution Allegation set out at paragraph 25 of the Order of Justice which in summary was an allegation that Helm wound up Sijar without any instruction to do so, whilst Sijar still had handover responsibilities under the DORA and this was done because Helm was "deliberately and dishonestly trying to distance Sijar from a threat and claim".

41. According to the Order of Justice, it was alleged that Sijar was wound up six months after the sale of the Chateau had completed.

42. Again, Master Cadin noted that he had ordered full particulars be provided and he set out the Plaintiff's response.

43. In relation to the Plaintiff's response, Master Cadin stated at paragraph 60: "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 and Prescription 44. The Judgment then dealt with the allegations of dishonest assistance pleaded at paragraph 23 of the Order of Justice.

45. Again, Master Cadin ordered full particulars of this allegation to be made.

46. Master Cadin's conclusions were set out at paragraphs 64 and 65: "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." 47. Paragraph 66 of the Judgment dealt with the question of prescription in relation to the dishonest assistance claim. Master Cadin noted that the relevant prescription period was three years (see Nolan v Minerva Trust Company Limited [2014] 2 JLR 117 ) and that the Order of Justice was issued over three years later.

48. He then set out the Plaintiff's Reply to the allegation of prescription.

49. He rejected the argument that prescription only ran from the date of dissolution because the complaint was of a sale of an undervalue. The relevance of the dissolution of Sijar was that it was evidence of dishonesty on the part of Helm putting the Plaintiff's case at its highest. The date of dissolution was not however the relevant date for calculating the start date for limitation purposes.

50. Master Cadin also noted that the Plaintiff's supplemental skeleton at paragraph 35 further obfuscated matters (see paragraph 70 of the Judgment).

51. The Judgment at paragraph 71 then set out the Master's conclusions as follows: "71. In terms of the averments in the Reply - ( i ) 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. (ii) The 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 86 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)." Strike out 52. The Judgment then set out the Master's conclusions in relation to striking out the Plaintiff's claims.

53. Firstly, he struck out the Plaintiff's claims on the basis that there was no reasonable cause of action. Master Cadin therefore concluded as follows: "( i ) the Plaintiff has failed to plead dishonesty properly or at all in accordance with Patel against all or any of the Defendants; (ii) the 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); (b) the 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); (d) the 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. (iii) in the 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." 54. The Judgment then dealt with striking out under Royal Court Rule 6/13(1)(b) and (d). At paragraph 75, the Judgment stated: "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." 55. In the alternative, at paragraph 76, Master Cadin concluded that the claim was scandalous, frivolous or vexatious or an abuse of process for the following reasons: "( i ) 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." 56. He also concluded for the reasons set out at paragraph 66 to 71 of the Judgment that the arguments in relation to the dishonest assistance claim not being prescribed were doomed to fail.

57. At paragraph 78, Master Cadin rejected allowing any further opportunity to the Plaintiff to plead his case because to do so would be an eighth attempt. He therefore concluded that the Plaintiff had had more than a sufficient opportunity to plead his case properly. Reverse Summary Judgment 58. The remainder of the Judgment dealt with the reverse application for summary judgment.

59. Having set out the relevant principles, he then rejected a submission that applications for summary judgment should not be put in evidence and the Court should focus on the pleadings.

60. Master Cadin also noted that the application for summary judgment was supported by a fifty page affidavit from the Third Defendant, which contrasted with a fifteen page affidavit from the Plaintiff's father, Simon Halabi, (referred to in this Judgment as "Mr Halabi" as distinct from the Plaintiff) which had no exhibits and led Master Cadin to make the following observation: "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...." 61. Master Cadin further noted that this was a deliberate decision on the part of Mr Halabi.

62. The Master also dealt with an argument that there was a material imbalance in the summary judgment application because the Defendants held all the relevant documents. He did so by setting out his observations in the RFI Judgment at paragraphs 36 and 37.

63. This led to his conclusions at paragraph 91 as follows: "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 - ( i ) 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 that - "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." 64. Master Cadin then explored the evidence about the sale of the Chateau and the averments he had set out at paragraph 16(iii) and 16(iv). This led him to conclude the following at paragraph 94: "94. In assessing the parties' respective prospects, the Court should not conduct a mini-trial and I have not done so. In my judgment - ( i ) 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; (iii) the Defendants' case has a realistic prospect of success; (iv) the Plaintiff's case is less than fanciful." 65. He therefore granted reverse summary judgment. The Notice of Appeal 66. In the Plaintiff's Notice of Appeal, he sought to set aside the Judgment on a number of

grounds. The Notice of Appeal also summarised the Plaintiff's case as follows: "4. The Plaintiff is the assignee of the rights of the company which held the asset (" Sijar ") and, standing in its shoes (the Defendants dissolved it but the Plaintiff had it restored to the registrar), he sues the Defendants for their breach of fiduciary duty to Sijar in the mishandling of the undervalue sale. Helm has accessory liability for dishonest assistance because it turned a blind eye and failed to intervene." 67. The Plaintiff also repeated his complaints about the role of KPMG, the fees the lawyers were paid in respect of the transaction and the failure to consider alternative purchasers.

68. The Notice of Appeal conceded at paragraph 16 that the shareholders' ratification of wrongdoing may bar a complaint. However, that principle did not apply if the transaction in issue was not bona fide or honest.

69. The grounds relied upon in summary were as follows: (i) The Master misapplied the test for summary disposal of a proceeding; (ii) The Master erred in determining that all the material facts were consistent with innocence or carelessness. The facts relied upon were said to justify the inference of a lack of good faith. (iii) The Master failed to recognise that there was a sliding scale in the severity of wrongdoing and imposed too strict a standard in equating the Plaintiff's material allegations with fraud. There could be an inference of a collateral agenda and with it an inference of a lack of good faith without the Plaintiff being required to plead a cause of action in conspiracy. (iv) The Plaintiff relied on the fact that he was a stranger to the contemporaneous communications of the Defendants. Therefore, the Master failed to address the risk of the Defendants having possession of relevant material. (v) The Master was not entitled to rely on the Multinational decision because it was introduced by the Defendants as a defence. (vi) The Master erred in relying on his prior conclusions in respect of requests for further information and conflated this test with whether the test could be certain that the action was bound to fail. As part of this ground, the Plaintiff also emphasised that the Defendants had not made any application for dismissal based on alleged non-compliance

with the Master's earlier orders. (vii) The Master placed weight or undue weight on matters which not of proper relevance and failed to place due weight on relevant matters. (viii) The Master was wrong to conclude that the accessory liability claim against Helm was hopeless. (ix) Reasonable grounds existed for believing that a full investigation into the facts would add to or alter the evidence available to a trial judge and so summary judgment was not properly available. (x) The Master's decision was affected by apparent bias.

70. The grounds of appeal also alleged a new matter that Ogier were conflicted because the Luxembourg office of Ogier provided opinions on the ability of Sijar's subsidiary company (Grands Crus Holdings Sarl) to sell SAS CCB. Yet, Ogier were now acting for the Defendants having been pursued by the Plaintiff as assignee of Sijar .

71. In relation to these latter two grounds, Advocate Mistry did not pursue either of them.

72. In relation to the question of conflict, he accepted that the matter before me was a complete re-hearing having due regard to the Master's decision. In any event, it is right to add that merely because Bedell Cristin were involved at the time in a dispute that also concerned Mr Halabi, would not have been grounds for the Master to have recused himself unless he was actually involved. In that regard, it is right to add that in an earlier appeal I disclosed that I had been involved many years ago in a dispute involving Mr Simon Halabi. No objection was taken to me presiding over the appeal.

73. Nor did Advocate Mistry pursue the conflict point in oral submissions. In my judgment, he was right to do so. This was a different part of the Ogier partnership providing an opinion on the capacity of Grands Crus Holdings Sarl (the Luxembourg holding company) to enter into the sale transaction (and in respect of two assignments between Sijar and the replacement Trustee, Staznet Trust Company Limited as part of the transfer of trusteeship). The question of Grand Crus Holdings Sarl's's capacity to sell is not in issue in these proceedings. I do not therefore consider that any question of conflict arises, although strictly speaking it is not necessary for me to determine this issue. Submissions The Appellant's submissions 74. At the outset, Advocate Mistry, who did not appear below, emphasised that a substantial asset had been sold at undervalue of between €30 to €50 million. He therefore contended that the Trustee and the directors of Sijar had acted unlawfully and in breach of the duties that they owed.

75. He accepted that the Order of Justice did not pursue a conspiracy claim but it did not need to because the board members were all jointly and severally liable for permitting the sale to complete in breach of fiduciary duty.

76. He further contended that the Defendants had to take the Plaintiff as they found him. The Plaintiff was a beneficiary of the Trust that Sijar was controlling and was a minor when the sale of the Chateau completed.

77. Advocate Mistry also emphasised that the Plaintiff had not had access to discovery and that by striking out the claim, the Plaintiff's right to discovery had been prevented 78. He accepted that the Plaintiff had to plead a lack of good faith but argued that this did not equate to dishonesty and that there was a sliding scale in the severity of wrongdoing. In support of this assertion, he relied on Mid Essex Hospital Services NHS Trust v Compass Group UK and Ireland Limited [2013] EWCA Civ 200 at paragraphs 109 to 111, and the decision of Mr Justice Leggatt (as he then was) in Yam Sang Pte v International Trade Corporation [2013] EWHC 111 (QB) at paragraphs 136, 138, 139, 141 and 144.

79. This led to the submission that the question of good faith was one that was fact sensitive which was why discovery was required.

80. Advocate Mistry contended that a lack of good faith existed for the following reasons: (a) The way in which the directors had sold the Chateau without obtaining a valuation. If a valuation had been obtained, the directors would have had certainty that they were obtaining market value. (b) The directors were aware that the sale figure was €20 million less than the most recent valuation and €40 million less than an offer by a Japanese investment fund. (c) He also criticised the Defendants for delegating conduct of the sale to KPMG. In a commercial context, these failings amounted to a lack of good faith.

81. Advocate Mistry also contended that KPMG, by not arranging a valuation, benefited from the sale. However, he accepted that if a sale to a third party had gone ahead, that KPMG would have received a higher fee (see paragraph 43.3 of the Defendants' Answer).

82. Advocate Mistry further contended that a lack of good faith could be inferred when the facts of what happened were looked at in a commercial context. What the Court had to avoid was a mini trial and determining matters before discovery had taken place. The Plaintiff had not therefore had the ability to present a cogent evidence-based challenge.

83. Ultimately, Advocate Mistry's complaint was that bad faith was selling the Chateau at an under value in a commercially unacceptable manner. This did not require dishonesty to be alleged and Advocate Mistry was clear that he was not alleging dishonesty at this stage. However, he also was clear that the current position might change depending on what was produced on discovery. He accepted however that if documents emerged that entitled him to allege dishonesty (as distinct from conduct being commercially unacceptable), that would have to be fully pleaded.

84. Advocate Mistry contended that, in relation to the claim of dishonest assistance against Helm, the First to Sixth Defendants, as directors of Helm, knew that they were acting in bad faith as directors of Sijar , for those directors as directors of Helm to fail to step in amounted to dishonest assistance. The conduct of Helm in not stepping in was therefore commercially unacceptable and could amount to dishonesty depending on what findings were made at trial. However, Advocate Mistry ultimately accepted (as he had to) that at present the allegation was time barred, absent fraud, and the Plaintiff was not alleging fraud.

85. In relation to the offer from a Japanese investment fund, this was explained at paragraph 1.2 of the Plaintiff's response to the Defendants' summons seeking further information dated 7 March 2024 as follows: "1.2 as to Request 46 (paragraph 84ii of the Judgment) the Japanese investment fund is Japan Post Bank Private Equity, the date of the indicative offer was August 2018 and the amount was €185,000,000 (excluding the Sijac wine, Sijac land (5 hectares), 2 Cannes apartments, furniture, antiques and stock (€13.3 million combined valuation)). There was no written "indicative offer" as envisaged in the Judgment. The "indicative offer" was made verbally by Phillipe Tribaudeau on behalf of the Investment fund to Mr Simon Halabi during his trip to Tokyo in August 2018. Mr Halabi cannot recall the precise date of the meeting with Phillipe Tribaudeau but it was towards the end of August 2018 as he was already in possession of the Ernst & Young valuation (see below)." 86. Advocate Mistry contended that this offer had been mentioned to the Defendants. However, the Defendants did not become Trustee until 30 April 2019. By this stage, as pleaded in the Order of Justice at paragraphs 25 to 27 of the Defendants' Answer, Mr Halabi had entered into an indicative offer letter with Urgo Laboratoire ("Urgo"). Urgo was the vehicle used to acquire SAS CCB (including the Chateau) on behalf of

the Le Lous family. Neither Mr Halabi's Reply nor his affidavit specifically addressed this part of the Defendants' pleading. However, it was implicit in paragraph 30 of Mr Halabi's affidavit that he had negotiated a transaction with Urgo. In response to these matters, Advocate Mistry was unable to explain the relevance of the offer from the Japanese investment fund and simply contended that he had to take instructions.

87. In relation to the position of the Sixth Defendant, and the fact that she had not been a director at the time of the sale of the Chateau, Advocate Mistry contended that she was a director of Helm and therefore in allowing the sale to happen, she had committed a breach of duty.

88. In relation to the addition of the Fourth Defendant, Advocate Mistry accepted that his estate had not been served and therefore the Plaintiff was out of time to serve the Order of Justice. However, the Plaintiff was still within the prescription period for bringing a claim for breach of duty because the relevant prescription period was ten years and so he could address this issue by issuing separate proceedings and then consolidating the same.

89. In relation to the sections of the Judgment dealing with the alleged justification for the sale of the Chateau, the risk of foreclosure had been exaggerated and the trickery allegations, Advocate Mistry relied on the conduct of the Defendants in relation to each of these allegations as being commercially unacceptable. In submission, Advocate Mistry also contended that the sale had included flats in Cannes which the Halabi family had been required to buy back from the purchaser of the Chateau as these flats had been included when they should not have been.

90. In relation to the Sijar Dissolution Allegation, Advocate Mistry contended that this also required discovery and a full trial to take place.

91. In addition, in relation to the trickery allegation, Advocate Mistry relied upon paragraph 61 of the Plaintiff's Supplemental Skeleton before the Master dated 3 June 2025 at paragraphs 21 to 24.

92. In relation to the striking out of the case on the basis of no reasonable cause of action, Advocate Mistry contended that the Master had conflated dishonesty with breach of duty and therefore he was wrong to strike out the claim.

93. Likewise, he contended that the claim brought was not scandalous or frivolous because a sale at an undervalue had occurred.

94. Advocate Mistry contended that, in relation to the summary judgment application, what the Master did was conduct a mini trial and therefore his decision should not be allowed to stand. In his written submissions at paragraph 44, Advocate Mistry contended that the party given summary judgment was intended only to apply to cases where there was no reasonable doubt that the applicant was entitled to judgment.

95. He was also critical of the Master for over-focusing on the particulars required when the case was clear and was understood. He therefore emphasised the observations of Mummery LJ in the Bolton Pharmaceutical Company 100 Limited v Doncaster Pharmaceuticals Limited [2006] EWCA Civ 661 and, in particular, the observations at paragraph 12 as follows: "12. In handling all applications for summary judgment the court's duty is to keep considerations of procedural justice in proper perspective. Appropriate procedures must be used for the disposal of cases. Otherwise there is a serious risk of injustice." 96. He also noted in the same judgment at paragraph 17 that the Court should exercise caution in granting summary judgment in certain types of cases.

97. Finally, he relied upon certain observations in Okpabi v Royal Dutch Shell Plc [2021] UKSC 3 , a submission which he had made to the Master as noted at paragraph 83 of the Judgment. The Respondents' submissions 98. Advocate Davies for the Respondents to the appeal (the Defendants), apart from the estate of Mr Durrell, made the following submissions.

99. He contended that the Master's Judgment was a comprehensive and carefully reasoned decision which had applied all the relevant legal principles and represented a logical and correct consequence of the Plaintiff's failings to plead any properly viable claims. He therefore stated that the Master was right to conclude that the Plaintiff had been engaged in shapeshifting. Advocate Davies also complained that more of the same shapeshifting had occurred in the present application. He also contended that the Plaintiff did not seem to be constrained either by his grounds of appeal or by his pleading.

100. He therefore argued that nothing in the grounds relied on was sufficient to overturn any aspect of the Judgment and that the Plaintiff only had himself to blame for the findings in the Judgment. The position of Advocate Davies' clients was therefore that the Plaintiff's claim has always been unsubstantiated and fundamentally flawed.

101. Advocate Davies, in the context of shapeshifting, then contended that the Plaintiff's case had changed in relation to the application of the Multinational Gas principle. In the Appellant's contentions at paragraph 10, the Plaintiff conceded that the principle applied unless the transaction in issue was not bona fide or honest. What the Plaintiff was now trying to do was to pursue a different argument that commercially unacceptable conduct was sufficient for the Multinational Gas principle not to apply.

102. As to why this principle applied, Advocate Davies argued that Sijar acted through its directors and existed for the benefit of its members. In this case, its sole member was Helm who held shares in Sijar for the benefit of Mr Halabi. Sijar was a private trust company established to act as trustee of the Ironzar VI Trust. Helm was therefore the owner of Sijar , which in turn, through subsidiary companies, was the owner of SAS CCB which owned the Chateau. In this case, because, apart from the Sixth Defendant, the directors of Sijar and Helm were the same, Helm had ratified the conduct of the directors of Sijar by either giving their fully informed consent or by acquiescing to the acts of the Defendants who were directors of both Sijar and Helm.

103. This was why, Advocate Davies contended, that an allegation of a lack of good faith had to be pleaded and it had not been pleaded as the Master had found. As to what amounted to good faith, Advocate Davies referred to Mid Essex Hospital Services NHS Trust v Compass Group [2013] EWCA Civ 200 at paragraphs 109 to 111. He referred in particular to paragraph 110 which deals with questions of good faith as distinct from utmost good faith.

104. Paragraph 110 therefore led Advocate Davies to contend that what underpinned good faith was honesty. As the Plaintiff had conceded that it was not alleging dishonesty, he could not allege a lack of good faith and was therefore caught by Mulholand .

105. This led to the submission that by pleading dishonest assistance, the Plaintiff was trying to have it both ways. On the one hand, it was not alleging dishonesty against the directors as directors of Sijar but was alleging dishonest assistance against Helm by reference to the same facts and matters that did not amount to dishonesty by the directors as directors of Sijar .

106. The real complaint of the Plaintiff was that because Helm held shares of Sijar for Mr Halabi, it engaged in dishonest assistance by not doing anything. What the Plaintiff was trying to do was to create a grey area to avoid having to plead dishonesty against Helm based on a lack of good faith.

107. In relation to what weight should be attached to the Judgment, the hearing before the Master should not be regarded as a dress rehearsal. Any failure to advance all relevant arguments before the Master should therefore count against an appellant. In the present case, the onus was very much on the Plaintiff to explain why the Master had erred.

108. In relation to the suggestion that the Court should await discovery, Advocate Davies firstly pointed out that the present claim was not a breach of trust claim brought by a beneficiary of a trust but a claim brought by the Plaintiff as assignee of Sijar , the company of which the First to Fifth Defendants were directors as all material times. This was a further example of shapeshifting. In the hearing before the Master, Advocate Ingram conceded that this was the case.

109. Advocate Davies also emphasised that Mr Halabi had not sought to obtain documents that he was entitled to seek. However, in the RFI Judgment at paragraph 36, the Master had stated the following: "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." 110. Notwithstanding this guidance (which was issued in December 2023), Mr Halabi did not act on that guidance. This was conceded by Advocate Ingram in the hearing before the Master, where at page 89 of the transcript, he confirmed that no other request for documents had been made. Advocate Davies also confirmed that the approach of the Master to discovery at paragraph 91 was correct, where he recorded that Advocate Ingram did not know what documents Helm might hold and that neither Advocate Ingram or anybody else on behalf of Mr Halabi or the Plaintiff had asked for copies of documents retained by Sijar's former administrators. Mr Halabi was also "far from a mere bystander" for the reasons set out in paragraph 91(3) of the Master's Judgment 111. There was also an issue about the assignment which was dated 5 January 2024 and whether this was an assignment of a claim " en litige " because the Order of Justice had been issued in May 2023. In this document, there was no reference to any earlier equitable assignment. The agreement also contained an entire agreement clause (Clause 5).

112. In relation to the Judgment itself, Advocate Davies made the following submissions.

113. In relation to the applicable legal test, the Master had given extensive regard to the relevant authorities and the test to strike out. Ground 1 of the Plaintiff's appeal was therefore a misapplication of the test. In Ground 2, the Plaintiff relied on paragraph 28 of the Judgment. However, paragraph 28 was simply a recitation of the Plaintiff's response to certain requests that the Plaintiff was required to provide. It did not support Ground 2 of the appeal.

114. In relation to the allegation of a false justification, Advocate Davies took me through the pleaded allegation, the Master's observations in the RFI Judgment, the response of the Plaintiff providing further particulars in response to paragraph 18, and the Plaintiff's Supplemental Skeleton at paragraph 18. None of these were enough to justify interfering with the Master's conclusion at paragraph 44 and 46.

115. He took the same approach in relation to the allegation that threats of foreclosure were exaggerated. The Defendants' alternative position was that there was no loss even if this allegation was true (which was denied), unless the exaggeration led to a failure to sell at the correct value. Such an assertion had never been pleaded.

116. In relation to collateral motives, the motives were never identified or never pleaded. As the Master noted, there was also no substantive claim for loss arising from any alleged collateral motives.

117. In relation to the trickery allegation, Advocate Davies emphasised that the SPA was firstly signed by Mr Buckley, and Mr Bees was not involved in the signing of the SPA and so there was no trickery involved. Again, Advocate Davies emphasised that the Master in his Judgment had dealt with the trickery allegation at paragraphs 52 to 56.

118. In relation to the suggestion made by Advocate Mistry that Mr Halabi had to buy back flats, this was news to Advocate Davies. He therefore emphasised that there was no evidence in support of this assertion. Ms Morris, in her first affidavit in Part 8, had dealt with the signing of the SPA and transfer out of certain assets. Mr Halabi's affidavit did not respond at all to this part of the affidavit. In particular, he did not say that assets had not been transferred out. In addition, nowhere in his affidavit did Mr Halabi say that there were assets sold which were not transferred to him, or that he had to repurchase assets. This was also not set out in his pleading.

119. In relation to reinstatement, the affidavit of Mr Halabi filed in support of the application for reinstatement at paragraph 4 begged more questions than it answered when Mr Halabi stated, "that it has become apparent that the company has certain contractual rights which it wishes to enforce".

120. In relation to the reinstatement, Advocate Davies further contended that paragraph 4 of the affidavit of Mr Halabi filed in support of the application for reinstatement, also suggested that the assignment had not happened by the date of the application which gave rise to issues of an assignment of a claim that had been issued. This affidavit also confirmed that Mr Halabi was not under any empêchment in obtaining documents to explore whether Sijar had a claim.

121. This led Advocate Davies to conclude that the Master in his Judgment at paragraphs 57 to 60 had considered matters carefully. He applied the correct tests against all of the documents and submissions advanced which were essentially the same submissions that had been advanced in the appeal. In summary, the Plaintiff still did not have the evidence but wanted to plead an equivocal case in fraud.

122. In relation to the allegations of breaches of duty relied upon by the Plaintiff pleaded at paragraph 9 of the Order of Justice, Advocate Davies emphasised the Master's findings at paragraph 34 where the Master dealt with a submission by the Plaintiff that the Plaintiff did not need to plead a case against each of the Defendants. The Master correctly rejected that suggestion for the reasons set out in paragraph 34, which findings had not been expressly challenged in any appeal against the RFI Judgment.

123. In relation to the summary judgment application, Advocate Davies emphasised there was no account from Mr Halabi. Even if therefore it could not be said that Helm could rely on acquiescence in order to invoke Multinational Gas , the weight of evidence and the detail contained in Ms Morris' affidavit meant that the Master was entitled to grant reverse summary judgment. This was because there was no detailed response from Mr Halabi at all. Advocate Davies fairly accepted that the relative size of affidavits did not matter but submitted that what Mr Halabi had failed to do was to condescend upon particulars, so the conclusions reached by the Master at paragraphs 92 to 94 were therefore justified. Submissions in reply 124. Advocate Mistry firstly emphasised the requirements to plead fraud as set out in Three Rivers District Council v Bank of England [2001] UKHEL 16 which was set out in JSC Bank of Moscow v Kekhman [2015] EWHC 3073 at paragraph 20, where the Court cited paragraphs 184 to 186 of the Three Rivers case. This led Advocate Mistry to maintain his submission that something that was commercially unacceptable could equate to dishonesty and that this had been pleaded by reference to the facts set out in his skeleton argument.

125. He also emphasised, referring to paragraph 144 of the Yam Sang decision, that all the Plaintiff had to do was to plead the material primary facts which he had done.

126. He challenged that acquiescence by Helm could absolve the decisions of the board of Sijar in the absence of any resolution or board decision of Helm.

127. In relation to the assignment, what was assigned was the claim but not the right to get documents. The Plaintiff did not therefore have the ability to obtain material.

128. It was also not clear what the response might have been to any request for documents.

129. Advocate Mistry also referred to a letter dated 2 May 2023 to Advocate Williams at Ogier proposing a stay to allow information to be exchanged. He accepted however that nothing further happened in relation to that request.

130. In relation to his reliance on the case of Okpabi v Royal Dutch Shell in relation to the applicable test on summary judgment, he contended that this applied by way of analogy. Discussion and Decisions 131. In relation to the applicable test on an appeal against the decision of the Master, there is no dispute between the parties on this test, namely that the hearing is de novo with the Court having unfettered discretion to make what orders it sees fit regarding the matters of the appeal before it, while having due regard to the decision of the Master (see Hanby v Oliver [1990] JLR 337 .

132. In relation to the extent of the weight to be applied to the Master's decision, in Holmes v Lingard [2016] (2) JLR Note 9, Deputy Bailiff Le Cocq (as he then was) noted that: "The Master has very substantial procedural expertise and experience and a high measure of regard should be paid to his judgment and exercise of discretion in procedural matters." 133. This observation was in the context of Deputy Bailiff Le Cocq noting that the appropriate test was not the test applicable on appeal against a decision of a Family Registrar or a Greffier exercising an independent jurisdiction.

134. The question of appeals against an exercise of a discretion or an independent jurisdiction by a Registrar (now known as Family Judges) or a Judicial Greffier on taxation matters was more recently explored by the Court of Appeal in Representation of Geneva Trust Company SA [2025] JCA 058 . At paragraphs 56 to 64, the Court of Appeal reviewed the cases since Downes v Marshall [2010] JLR 265 as to why a different approach had been taken in relation to Registrar / Family Judges or the Greffier on taxation matters exercising an independent jurisdiction.

135. Interestingly, at paragraph 65, the Court of Appeal observed as follows: "65. Before doing so, we note that the rationales adopted by the Royal Court in Downes and Incat are directly connected with the nature of the exercise which the Judicial Greffier was conducting, namely making final orders in matrimonial and taxation cases. In other types of appeal against the decisions of the Greffier or the Master, it is right to say that the traditional approach in Jersey - the "long line of cases" referred to by the Commissioner in Murphy v Collins - has nevertheless been followed - see for example. more recently by the Royal Court, in David Hick Antiques Limited v HSBC Bank plc [2002] JRC 072 and in Cook v Clapham [2022] JRC 210 ." 136. The Court of Appeal then stated at paragraph 66: "We say nothing to cast out on the approach which the Royal Court has taken so far to the test which should apply to appeals against different types of order which the Master or Greffier can make." ( Emphasis added).

137. In my judgment, this observation by the Court of Appeal at paragraph 66 says to me at least that the time has come to reconsider whether Murphy v Collins should continue to apply to decisions of the Master. While I consider that the approach taken to date is not plainly wrong and therefore I must follow the approach taken previously by the Royal Court, I consider that this test needs revisiting for the following reasons: (i) The role of Master has now been in place in Jersey for twenty-five years. A significant body of jurisprudence has built up in relation to procedural matters. I consider the time has come to recognise that the Master is just as experienced as Family Registrars / judges and the Greffier on taxation in taking procedural decisions, many of which do not trouble the Royal Court and save the Royal Court significant time. (ii) Secondly, the current approach effectively allows litigants two bites at the cherry. Just as in 2010 Sir Philip Bailhache in Downes v Marshall was concerned about proportionality, I consider that same concern should now apply to challenges to procedural decisions. (iii) Since Downes v Marshall , the Royal Court has also introduced the overriding objective in Royal Court Rule 1/6. I have strong reservations that an ongoing right to challenge decisions of the Master afresh does not, putting at its lowest, sit easily with the introduction of the overriding objective to manage cases justly and at a proportionate cost.

138. In expressing these observations, I am conscious that others may hold different views and that having held the role of Master I may be susceptible to the allegation that my views are not impartial. Nevertheless, I consider that the time has come for the matter to be looked at afresh. Whether that is for the Court of Appeal or the Superior Number is for others to decide.

139. These views do not mean that litigants would not be able to challenge decisions of the Master where an error had occurred. The narrow approach taken in Downes v Marshall would allow for such decisions to be challenged but would at least very much place the onus on any appellant to justify why the Royal Court should interfere with the procedural expertise of the Master.

140. Having set out my observations on the applicable test I now deal with the appeal before me.

141. Firstly I refer to the Master's analysis as set out at paragraph 26 of his Judgment (see paragraph 19 above), that in the absence of a challenge to good faith or honesty, the Plaintiff's claim, as assignee of Sijar , against its former directors, has no reasonable prospect of success given the application of the Multinational principle. The Multinational principle was summarised at paragraph 22 of his Judgment cited at paragraph 18 above. I address later in this judgment the application of that principle but for the purposes of this part of my decision, I have assumed that this principle applies.

142. In his Judgment, Master Cadin noted at paragraph 8, citing Armitage v Nurse [1998] Chancery 241, that "An allegation of not acting in good faith is tantamount to an allegation of dishonesty and as such must be properly pleaded".

143. Advocate Mistry suggested that this was putting matters too high. Firstly, he relied on the Mid Essex decision. However, in that decision when discussing good faith (as distinct from what good faith is required for insurance contracts), the Court of Appeal in Mid Essex cited at paragraph 110 a quotation from Street v Derbyshire Unemployed Worker Centre [2004] EWCA Civ 964, which stated: "Shorn of context, the words in good faith have a core meaning of honesty. Introduce context and it calls for further elaboration." 144. The same judgment then warned of the dangers of trying to apply judicial attempts at definition in one context to that of another.

145. The other authority relied upon by Advocate Mistry was Yam Seng . At paragraph 136, Leggett J, as he then was, noted: "The fact that commerce takes place against a background expectation of honesty has been recognised by the House of Lords." 146. Paragraph 137 then continued: "137 As a matter of construction, it is hard to envisage any contract which would not reasonably be understood as requiring honesty in its performance. The same conclusion is reached if the traditional tests for the implication of a term are used. In particular the requirement that parties will behave honestly is so obvious that it goes without saying. Such a requirement is also necessary to give business efficacy to commercial transactions." 147. The paragraph relied upon by Advocate Mistry in particular was paragraph 138 which reads In addition to honesty, there are other standards of commercial dealing which are so generally accepted that the contracting parties would reasonably be understood to take them as read without explicitly stating them in their contractual document. A key aspect of good faith, as I see it, is the observance of such standards. Put the other way round, not all bad faith conduct would necessarily be described as dishonest. Other epithets which might be used to a describe such conduct include 'improper', 'commercially unacceptable' or "unconscionable".

148. At paragraph 141, Leggett J explored that good faith was sensitive to context as follows: "[141] What good faith requires is sensitive to context. That includes the core value of honesty. In any situation it is dishonest to deceive another person by making a statement of fact intending that other person to rely on it while knowing the statement to be untrue. Frequently, however, the requirements of honesty go further. For example, if A gives information to B knowing that B is likely to rely on the information and A believes the information to be true at the time it is given but afterwards discovers that the information was, or has since become, false, it may be dishonest for A to keep silent and not to disclose the true position to B. Another example of conduct falling short of a lie which may, depending on the context, be dishonest is deliberately avoiding giving an answer, or giving an answer which is evasive, in response to a request for information." 149. Finally, it is appropriate to refer to paragraph 144 which states:-. Although its requirements are sensitive to context, the test of good faith is objective in the sense that it depends not on either party's perception of whether particular conduct is improper but on whether in the particular context the conduct would be regarded as commercially unacceptable by reasonable and honest people. The standard is thus

similar to that described by Lord Nicholls of Birkenhead in a different context in his seminal speech in Royal Brunet Airlines San Bhd v Tan [1995] 3 All ER 97 at 106, [1995] 2 AC 378 at 389-390. This follows from the fact that the content of the duty of good faith is established by a process of construction which in English law is based on an objective principle. The court is concerned not with the subjective intentions of the parties but with their presumed intention, which is ascertained by attributing to them the purposes and values which reasonable people in their situation would have had.

150. In my judgment, it is then necessary to consider what was at the heart of the Plaintiff's complaints to see whether they were capable of amounting to conduct which might be said to be improper, commercially unacceptable or unconscionable on an objective basis.

151. This takes me to the submissions made by Advocate Mistry recorded at paragraph 80 above.

152. In relation to the first of these allegations, they concern a failure by the directors to obtain a valuation. However, not obtaining a valuation generally in my judgment does not meet the threshold of something being improper, commercially unacceptable or unconscionable. It is no more of an allegation of an ordinary breach of duty. As with cases of dishonesty as the Master correctly noted by reference to Patel , to plead a lack of good faith requires something more to be set out that takes the case over and above beyond an ordinary breach of duty. The reliance on not obtaining a valuation in itself fails to meet that test.

153. Secondly, Advocate Mistry made the contention that the sale figure was €20 million less than the most recent valuation and €40 million less than the offer by the Japanese investment fund. In relation to the latter, this offer was made before Sijar existed or became Trustee. When this was pointed out to Advocate Mistry as noted at paragraphs 85 and 86 above, Advocate Mistry's only response was that he had to take instructions. The previous involvement of a Japanese investment bank cannot therefore be a basis to allege a lack of good faith.

154. In relation to what happened subsequently, the Defendants provided a detailed affidavit through the Third Defendant. That affidavit ran to fifty pages. At Section 4, it set out the financial position of the Trust and the offer made by Urgo. At Section 6, it dealt with the instruction of KPMG. I note in that regard that for the sale of the Chateau to the Le Lous family, that KPMG were paid 0.5% of the enterprise value on closing, whereas KPMG were to be paid on 1% on the sale to any third party they introduced.

155. The affidavit of Ms Morris at paragraph 6.21 also referred to a valuation being obtained and the challenges in obtaining such a valuation. This led Ms Morris at paragraph 6.25 to state the following: "6.25 KPMG stated in this same email that providing a value for SAS is complicated because they would typically have an expert to prepare a formal valuation of the stock, vineyards and the Chateau itself. Unfortunately, the Trust did not have the available liquidity to enable it to incur these costs and so, as a matter of practical realities, no such formal valuation was able to be sought. That said, we and KPMG were able to draw some comfort from the Valuation. The following features of the Valuation are particularly relevant - (a) it was notable that the Valuation had been prepared prior to Mr Halabi negotiating the Urgo Indicative Offer Letter with Urgo. It stood to reason that he was accordingly aware of the Valuation during those negotiations; (b) the Valuation broadly accorded with the price which had been negotiated with Urgo, particularly when the fact that the Valuation was prepared on the basis of a "maximum estimation" was taken into consideration; and (c) the Valuation also included potential values for assets which might be excluded from sale including an inventory of Sijac wine." 156. At Section 7, the affidavit set out in detail how the sale progressed, including threats of foreclosure. The same affidavit also noted how Mr Halabi (see paragraph 7.13) was becoming "an increasingly disruptive and destructive force in the sale process" and that he began to intermeddle in the sale.

157. The affidavit also considered whether there were any alternative options to a sale which were summarised at paragraph 7.24 as follows: "7.24 The Plaintiff's allegations in this regard are demonstrably incorrect. Sijar proactively explored alternative options to the sale to Urgo to ensure the best interests of the beneficiaries were considered. Ultimately however, Sijar took the view that the sale to Urgo was the most prudent course of action and in the best interests of the beneficiaries of the Trust. This decision took place in circumstances where - (a) there were regular threats of foreclosure from Chenavari (as set out above in detail); (b) earlier soundings with other potential purchasers appeared to be unlikely to result in a better price than had been struck with Urgo; (c) options for re-financing of the Areo Loan proposed by Mr Halabi were - ( i ) targeted at raising insufficient funds to clear sums due to Areo and Credit Foncier ; and (ii) only explored by Mr Halabi within a few weeks of the final deadline imposed by Chenavari for the execution of an SPA with Urgo." 158. The affidavit then contained more detailed evidence on each of these issues. It is a clearly comprehensive affidavit setting out the challenges the directors of Sijar were facing , including from Mr Halabi, and how they addressed those challenges. There is nothing in it that objectively might amount to commercially unacceptable conduct.

159. The affidavit also explained that all these matters were considered by Sijar at a meeting on 10 October 2019 (see paragraph 7.44) where the Trustee resolved to continue to the sale to Urgo.

160. I have set out this evidence in full because the general observations made by Advocate Mistry come nowhere near addressing this level of detail or explaining why the approach of Sijar's directors was commercially unacceptable or improper or represents unconscionable conduct.

161. Like the Master, I consider that the Plaintiff was engaged in shapeshifting and trying to formulate a case based on a lack of good faith without being able to allege why that was so. Rather, what the Plaintiff was trying to do was to keep the case going to discovery in the hope that something would come up. That is not the correct way to proceed. Whether alleging dishonesty or a lack of good faith, the party against whom such an allegation is made is entitled to know why their conduct amounts to either dishonesty or a lack of good faith. The Plaintiff should not be entitled to engage in a fishing expedition in the hope that something might come up on discovery without making clear what their allegation is and why unacceptable conduct has occurred. While the decision is a matter for me, I can see nothing on this part of the Master's approach. I therefore agree with his conclusions that the Plaintiff should not be allowed to allege bad faith and accordingly the Master was right to strike out the claims that sought to do so.

162. It is also right to add that Mr Halabi had every right to seek information from Helm. The shares in Sijar were held for Mr Halabi's benefit. He therefore had the right to ask Helm to produce any relevant documents. He could also have asked for documents from Sijar as Trustee of the Trust on behalf of the Plaintiff and his brother at the time they were minors. Yet he did not do so and no explanation was ever forthcoming as to why he did not seek documents to review whether or not there was bad faith. Nor did his affidavit explain what contemporaneous documents he possessed to support his assertions.

163. I next deal with the issue of dishonest assistance.

164. In my judgment, Master Cadin's conclusions at paragraphs 64 and 65 cannot be faulted. Given that the Plaintiff has failed to plead bad faith against the directors of Sijar , there is no basis to contend that those same directors were dishonestly assisting themselves as directors of Helm by failing to step in and stop the sale by Sijar . As Master Cadin explained, this was no more than an allegation of negligence.

165. I also agree with Advocate Davies that Advocate Mistry was trying to have it both ways. On the one hand, he would not make allegations of dishonesty but only of bad faith against the First to Fifth Defendants; yet on the other hand, he was alleging that those same individuals, in failing to act as directors of Helm, were acting dishonestly.

166. I also agree with Master Cadin that the claim brought by the Plaintiff of dishonest assistance is prescribed because the Order of Justice was issued over three years after the sale of the Chateau.

167. In the Plaintiff's response document produced on 7 March 2024, the Plaintiff set out his case that "the written assignment produced as a solemn record and consolidation of any already binding verbal equitable assignment. That occurred after Sijar's reinstatement before proceedings were issued and served on the Defendants".

168. The request to reinstate was made by an affidavit sworn by Mr Halabi on 4 April 2023. The Representation exhibited to and verified by the affidavit stated at paragraph 4: "It has become apparent that the Company ( Sijar ) has certain contractual rights which it wishes to exercise." 169. The Act of Court reinstating Sijar was issued on 2 May 2023 and the Order of Justice was served on 9 May 2023. At paragraph 8, of the Order of Justice the Plaintiff pleaded that he was assignee of Sijar's rights to pursue its former directors in respect of the sale of the Chateau.

170. However, as the Order of Justice pleads, the sale occurred on 29 October 2019. Any equitable assignment can therefore only have taken place on the Plaintiff's own case between 2 May 2023 and 9 May 2023. Accordingly, the assignment was made more than three years after any claim in dishonest assistance arose and is therefore time-barred. It does not matter in that regard that the Plaintiff was a minor for part of that time. The Plaintiff is not suing as a beneficiary of the Sijar Trust where time would not run while he was a minor but as assignee of Sijar . The Plaintiff cannot therefore be in any better position than Sijar . Accordingly, in my judgment, questions of empêchement do not apply. Mr Halabi knew exactly what had happened in relation to the sale of the Chateau against his wishes.

171. I also wish to add that there are further problems with the equitable assignment because subsequently a written assignment was produced on 5 January 2024 between Sijar , the Plaintiff and his brother. This document does not make any reference to any earlier equitable assignment. Instead, Clause 2.2 states: "2.2 The Assignor assigns to the Assignee absolutely all of its rights, title, benefit and interest in relation to the Claim, together with all rights and remedies." 172. Clause 5 is also an entire agreement clause.

173. There must therefore be serious doubts that any equitable assignment was ever concluded as pleaded by the Plaintiff in the response document referred to at paragraph 167 above. This is significant because the written assignment dated 4 January 2024 occurred after proceedings had been issued. Accordingly, it is an assignment of a claim that has already been commenced (a "chose en litige ") and accordingly falls foul of the principles set out in Barclays Wealth Trustees (Jersey) Limited and Another v Equity Trust (Jersey) Limited and Another [2013] JRC 094 .

174. I next deal with the claim against the Fourth Defendant. In relation to this claim, it has not been served. However, I accept that the Plaintiff is entitled to issue other proceedings against the Fourth Defendant for ordinary claims of breach of duty and at that stage could apply to consolidate with any existing claims. However, whether there are any such claims depends on a review of the Master's approach taken in relation to summary judgment.

175. In relation to the claim against the Sixth Defendant, she was not a director of Sijar at the time the sale of the Chateau was approved and accordingly cannot be pursued for breach of duty. The fact that she was a director of Helm is irrelevant. The Defendants are pursued as directors of Sijar and the Sixth Defendant was not such a director. Accordingly, the Master was right to strike out the claims against her.

176. I now return to the issue of the Multinational decision. This arose because during submissions, I asked to see the resolution that Helm had approved the decision of Sijar to proceed with the sale. This issue was not explored before Master Cadin who understandably proceeded on the agreed assumption that Helm had approved the decision of Sijar .

177. In the answer filed by the Defendants at paragraph 98.3 and 98.4, the Defendants put its case this way: "98.3. It is admitted and averred that Helm was aware of the acts of these Defendants in relation to the sale (as set out in this Answer). Helm gave its fully informed consent to and/or acquiesced in such acts of the other Defendants. 98.4. Accordingly, even if (which is denied) the other Defendants would otherwise have been in breach of duty, given such knowledge, consent and/or acquiescence on the part of Sijar's shareholder, there was no such breach." 178. However, in the absence of any express resolution by Helm, the Plaintiff's case is limited to one of acquiescence. Ultimately, that case amounts to the directors of Helm failing to take any steps to prevent the sale by Sijar . I have concluded that this is not a sufficient basis to invoke the Multinational principle. Firstly, Helm held the shares in Sijar for nominee for Mr Halabi. If it was going to ratify the conduct of Sijar , it would have to do so in the interests of Mr Halabi and consult with him. Otherwise, Helm would be exercising its voting rights in its own interests, rather than in the interests of the beneficiary for whom it held the shares in Sijar . That would give rise to a conflict of interest.

179. More generally, if, in the case of private trust companies, the entity owning that structure failed to take steps to prevent a transaction proceeding, the entity entering into the transaction could only be held to account if it had found they had acted dishonestly or in bad faith. I do not consider that such approach sits with principle or is a basis to exclude liability for breach of duty. Rather, the position of the entity holding the structure can be protected by other ways, in particular, the contractual arrangements pursuant to which it holds shares as nominee for an individual or if it helps them by some form of trust under the terms of the trust.

180. This conclusion means that I consider that the Master erred in law in concluding that the Multinational principle applied. However, I make no criticism of the Master because the issue was not explored before him. It only arose because I asked to see the resolution of Helm approving the decision by Sijar to sell.

181. This means that the Master was wrong to strike out the claims for simple breach of duty (as distinct from allegations of bad faith where his position was entirely justified). Those claims were also not time-barred because the relevant prescription period between Sijar and its directors is ten years.

182. However, that is not the end of the matter because the Master also granted reverse summary judgment.

183. In relation to the applicable principles of a summary judgment, these were correctly set out by Master Cadin in his judgment at paragraphs 80 to 82.

184. At paragraphs 83 and 84, he also dealt with the submission of Advocate Ingram in relation to the case of Okpabi , a submission which Advocate Mistry repeated. The Master dealt with that at paragraph 84 as follows: "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." 185. I have nothing to add to these observations with which I entirely agree.

186. By the time the Master came to deal with the reverse summary judgment application, he had also reviewed extensively, as set out above, the specific allegations made by the Plaintiff, as summarised at paragraph 16.3 of his Judgment.

187. As noted above, he also had the detailed affidavit of Ms Morris. This affidavit was a comprehensive affidavit that dealt in detail with each of the issues raised by the Plaintiff and Mr Halabi.

188. Mr Halabi's affidavit in response, as the Master correctly noted, did not condescend upon particulars. Indeed, at paragraph 22, he specifically refused to address the allegations made, describing it as not being "productive or proportionate" to do so. Instead, he chose to make a personal attack on Ms Morris for previous breaches of duty which had nothing to do with the present dispute.

189. Otherwise, he made generic allegations, not supported by any evidence or documents. He specifically accused Ms Morris in her affidavit of making "numerous falsehoods" which were designed to protect her position and allow her to continue her employment. No details of any such falsehoods were ever made.

190. The affidavit also repeated the desire to access documentation but did not address or explain that Mr Halabi had not exercised his powers to do so as the person for whom shares in Helm were held. I should add in that regard that given that the hearing before me was a complete re-hearing, Mr Halabi, between the Master's decision and the hearing before me, had opportunity to make such requests and / or file further evidence in light of the Master's criticism of the lack of detail but chose not to do so.

191. Having considered the affidavits in detail and the pleadings and the Master's analysis of both, I consider that the Master was entitled to grant reverse summary judgment and I agree with the conclusions that he reached. Accordingly, I uphold this part of his decision.

192. This means I refuse to strike out the claims for simple breach of duty because the Multinational principle does not apply. I therefore agree with the conclusions set out in paragraph 94 of the Master's judgment as follows: "94. In assessing the parties' respective prospects, the Court should not conduct a mini-trial and I have not done so. In my judgment - ( i ) 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; (iii) the Defendants' case has a realistic prospect of success; (iv) the Plaintiff's case is less than fanciful." 193. Like him, I have not conducted a mini trial either and I agree with him that the evidence in this case is clearly and overwhelmingly in favour of the Defendants, even for claims of simple breach of duty. The Plaintiff, through his father, in refusing to condescend upon particulars as is required should not be permitted to bring claims for breach of duty in the hope that something might turn up in discovery. Such an approach is clearly tactical and designed to put pressure on the Defendants and should not be allowed to prevail. Nothing by way of evidence was raised in the affidavit of Mr Halabi that suggested that any form of investigation requiring a trial was justified.

194. Accordingly, for all these reasons, reverse summary judgment is granted in favour of the Defendants against the Plaintiff. Apart from my findings in relation to the Multinational case which are overtaken by the granting of reverse summary judgment, the Plaintiff's appeal is otherwise dismissed. Authorities Halabi v Farrow and Others [2025] JRC 169 . Halabi v Farrow and Others [2023] JRC 251 . Patel v JTC Company Limited [2023] JRC 152 . Financial Technologies Ventures II (Q) IP v ETFS [2021] 1 JLR 122 . Royal Court Rules. Nolan v Minerva Trust Company Limited [2014] 2 JLR 117 . Mid Essex Hospital Services NHS Trust v Compass Group UK and Ireland Limited [2013]

EWCA Civ 200. Yam Sang Pte v International Trade Corporation [2013] EWHC 111 (QB) . Bolton Pharmaceutical Company 100 Limited v Doncaster Pharmaceuticals Limited [2006] EWCA Civ 661. Okpabi v Royal Dutch Shell Plc [2021] UKSC 3 . Mid Essex Hospital Services NHS Trust v Compass Group [2013] EWCA Civ 200. Three Rivers District Council v Bank of England [2001] UKHEL 16. JSC Bank of Moscow v Kekhman [2015] EWHC 3073 . Hanby v Oliver [1990] JLR 337 . Holmes v Lingard [2016] (2) JLR Note 9. Representation of Geneva Trust Company SA [2025] JCA 058 . Downes v Marshall [2010] JLR 265 . Armitage v Nurse [1998] Chancery 241. Street v Derbyshire Unemployed Worker Centre [2004] EWCA Civ 964. Barclays Wealth Trustees (Jersey) Limited and Another v Equity Trust (Jersey) Limited and Another [2013] JRC 094 . Page Last Updated: 26 Jan 2026 BAILII: Copyright Policy | Disclaimers | Privacy Policy | Feedback | Donate to BAILII