ICC JUDGE MULLEN : 1. On 9th March 2023, Mr David Ingram, the then joint liquidator (“the Liquidator”) of Frencheye (Stratford) Limited (“the Company”) issued an application under section 212 of the Insolvency Act 1986 (“the Main Application”) alleging that the respondents, as directors of the Company, had: i) caused or permitted its trading receipts in the total sum of £3,834,769.57 to be paid into the bank account of a company called Elegant Clothing Ltd (“ECL”) between 12 July 2013 and 24 November 2015; and/or ii) caused or permitted £2,164,671.05 to be applied from ECL’s bank account otherwise than for the benefit of the Company; and/or iii) failed to take reasonable steps to ensure that ECL properly accounted to the Company for the monies in ECL’s account and applied them solely for the purposes of the Company. As against the first and second respondents, Mrs Masood and Mr Azam, the Liquidator sought equitable compensation in the sum of £2,364,092.92. As against the third respondent, Ms Drozdziol, he sought equitable compensation of £1,452,761.31. 2. The Main Application was accompanied by the witness statement of the Liquidator, dated 7th March 2023, exhibiting draft points of claim. These were ordered to stand as points of claim by a consent order made by Chief ICC Judge Briggs on 4th April 2023. He directed the filing of points of defence and points of reply. 3. The points of defence deny that the monies paid into the ECL account were the Company’s trading receipts, or the Company’s monies at all. It is said that Mr Azam was the inventor and owner of the trading names and trademarks “Frencheye” and “French Eye”. This was to be used as part of a “franchise model” of businesses carried on by third parties, who would be licensed to use the name and obtain stock from one of Ms Drozdziol’s businesses. The Company was incorporated by Mrs Masood with a view to trading at premises at Westfield Stratford (“the Premises”) using the “Frencheye” trading name under this franchise model. In fact, it did not trade and remained dormant. The business at the Premises, it is said, was initially carried on by a company called Riotsi Limited (“Riotsi”), owned by Mr Azam and Ms Drozdziol, under a lease of the Premises entered into on 16th January 2012. 4. The points of defence allege that Mrs Masood had considered investing in Riotsi but instead paid £180,000 for a transfer of the lease of the Premises to the Company, which was subject to a licence to Riotsi, which continued to trade from the Premises. In order to obtain the consent of the landlord it was understood that the Company and Riotsi would need a common director. Mrs Masood therefore resigned as a director and Ms Drozdziol was appointed on 7th December 2012 as a mere formality. The transfer of the lease and the grant of the licence to Riotsi were completed in November 2013. Mrs Masood was reappointed as a director of the Company on 13th February 2014 and Ms Drozdziol resigned in October of that year. 5. The points of defence go on to say that Riotsi did not trade profitably and so, on 1st April 2014, its stock and equipment were purchased by a company called Agni Enterprise Limited (“Agni”), which was a corporate vehicle used by Ms Drozdziol, and Agni began trading from the Premises under a further licence from the Company. It continued until 31st March 2015, when its stock and equipment were purchased by Blue Lapel Clothing Limited (“Blue Lapel”), which traded at the Premises until 31st March 2016, again under licence from the Company. 6. By an application dated 21st June 2023, the Liquidator sought to strike out paragraphs 13-25, 35, 37(2), 38(1), 38(2)(a), 38(4)(a), 39(1)(a) and 40(1) of the points of defence, that is to say those parts of the defence that contend that the Company did not trade from the Premises, on the ground that such a contention amounts to a collateral attack on a judgment of the magistrates’ court on 3rd March 2017 and is thus an abuse of process (“the Liquidator’s Application”). The respondents, for their part, resist that application and, on 15th August 2023, made a cross-application to strike out those parts of the points of claim that are based on the Company having traded from the Premises (“the Respondents’ Application”). Alternatively, they sought reverse summary judgment. The basis for the Respondents’ Application is that the Liquidator’s claim that the Company traded is unparticularised and an abuse of process and, further, that the Liquidator had not adduced sufficient evidence to show that he had real prospect of succeeding at trial on this point. 7. The two applications were listed to be heard on 8th and 9th October 2024, but that hearing was vacated by order dated 2nd September 2024 and relisted for 25th and 26th June 2025. 8. The only other procedural matter that I need mention is that, following the making of the applications, Mr Ingram was replaced as liquidator by Mr Nicholas Nicholson in December 2023. References to “the Liquidator” in relation to events since then should be taken as a reference to Mr Nicholson. The jurisdiction to strike out and to grant summary judgment 9. Mr Passfield KC, counsel for the Liquidator, and Mr Willetts, counsel for the respondents, were agreed as to the applicable principles. The power to strike out a statement of case is contained in CPR 3.4, which provides, insofar as it is relevant: “(1) In this rule and rule 3.5, reference to a statement of case includes reference to part of a statement of case. (2) The court may strike out a statement of case if it appears to the court – … (b) that the statement of case is an abuse of the court’s process or is otherwise likely to obstruct the just disposal of the proceedings; … (3) When the court strikes out a statement of case it may make any consequential order it considers appropriate.” I shall turn to the principles relating to abuse of process, as applicable to this case, later in this judgment. 10. The power to grant summary judgment is set out in CPR 24.3: “The court may give summary judgement against a claimant or defendant on the whole of a claim or on an issue if – (a) it considers that the party has no real prospects of succeeding on the claim, defence or issue; and (b) there is no other compelling reason why the case or issue should be disposed of at a trial.” The approach to be taken to this rule was summarised by Lewison LJ (as he then was) in Easyair Limited v. Opal Telecom Limited [2009] EWHC 339 (Ch): “15. As Ms Anderson QC rightly reminded me, the court must be careful before giving summary judgment on a claim. The correct approach on applications by defendants is, in my judgment, as follows: (i) The court must consider whether the claimant has a ‘realistic’ as opposed to a ‘fanciful’ prospect of success: Swain v Hillman [2001] 2 All ER 91; (ii) A ‘realistic’ claim is one that carries some degree of conviction. This means a claim that is more than merely arguable: ED & F Man Liquid Products v Patel [2003] EWCA Civ 472 at [8]; (iii) In reaching its conclusion the court must not conduct a ‘mini-trial’: Swain v Hillman (iv) This does not mean that the court must take at face value and without analysis everything that a claimant says in his statements before the court. In some cases it may be clear that there is no real substance in factual assertions made, particularly if contradicted by contemporaneous documents: ED & F Man Liquid Products v Patel at [10] (v) However, in reaching its conclusion the court must take into account not only the evidence actually placed before it on the application for summary judgment, but also the evidence that can reasonably be expected to be available at trial: Royal Brompton Hospital NHS Trust v Hammond (No 5) [2001] EWCA Civ 550; (vi) Although a case may turn out at trial not to be really complicated, it does not follow that it should be decided without the fuller investigation into the facts at trial than is possible or permissible on summary judgment. Thus the court should hesitate about making a final decision without a trial, even where there is no obvious conflict of fact at the time of the application, where reasonable grounds exist for believing that a fuller investigation into the facts of the case would add to or alter the evidence available to a trial judge and so affect the outcome of the case: Doncaster Pharmaceuticals Group Ltd v Bolton Pharmaceutical Co 100 Ltd [2007] FSR 63; (vii) On the other hand it is not uncommon for an application under Part 24 to give rise to a short point of law or construction and, if the court is satisfied that it has before it all the evidence necessary for the proper determination of the question and that the parties have had an adequate opportunity to address it in argument, it should grasp the nettle and decide it. The reason is quite simple: if the respondent’s case is bad in law, he will in truth have no real prospect of succeeding on his claim or successfully defending the claim against him, as the case may be. Similarly, if the applicant’s case is bad in law, the sooner that is determined, the better. If it is possible to show by evidence that although material in the form of documents or oral evidence that would put the documents in another light is not currently before the court, such material is likely to exist and can be expected to be available at trial, it would be wrong to give summary judgment because there would be a real, as opposed to a fanciful, prospect of success. However, it is not enough simply to argue that the case should be allowed to go to trial because something may turn up which would have a bearing on the question of construction: ICI Chemicals & Polymers Ltd v TTE Training Ltd [2007] EWCA Civ 725.” 11. In ED & F Man Liquid Products Limited v. Patel [2003] EWCA Civ 472 it was observed thatthe overall burden of proof rests on an applicant to establish that there are grounds to believe that the respondent has no real prospects of success and that there is no further reason for a trial. If the applicant adduces credible evidence in support of the application, the respondent then comes under an evidential burden to prove some real prospect of success or some other reason for having a trial (Sainsbury’s Supermarkets Limited v. Condek Holdings Limited [2014] EWHC 2016 (TCC), per Stuart-Smith J at paragraph 13). Where a respondent to a summary judgment application submits that further evidence will be available at trial, he must substantiate that assertion (see Korea National Insurance Corporation v. Allianz Global Corporate & Speciality AG [2007] EWCA Civ 1066, per Moore-Bick LJ at paragraph 14). The Liquidator’s Application 12. Having set out those principles I shall deal with the Liquidator’s Application first. Mr Willetts accepts that his clients’ application only arises if the Liquidator’s Application is unsuccessful. 13. The basis of the Liquidator’s Application is that the respondents’ contention that that Company did not trade, but rather that a business was carried on at the Premises successively by Riotsi, Agni and Blue Lapel, had been rejected by a magistrates’ court on an application made on 18th September 2015 to set aside a liability order in respect of non-domestic rates payable on the Premises obtained on 23rd July 2015 (“the Set Aside Application”). That liability order covered the period 1st November 2013 to 31st March 2016. The Liquidator argues that it is an abuse of the process of the court for the respondents to seek to go behind that determination now. 14. The Set Aside Application was considered by District Judge Gareth Branston over the course of three days. He handed down a written judgment on 3rd March 2017. He recorded that he had considered some 2,059 pages of evidence and heard evidence on oath from Mrs Masood and Mr Azam, as well as from a Hasan Mirza and a David Gibbs. He did not hear from Ms Drozdziol or have a statement from her, although he noted that she featured “very prominently” in the documentary evidence. 15. The question for the district judge was whether the Company was “in occupation” of the Premises for the purposes of section 43(1) of the Local Government Finance Act 1988. He recited parts of the judgment of Tucker LJ in John Laing & Son Limited v Assessment Committee for Kingswood Assessment Area & Others [1949] 1 KB 344 in relation to the applicable test for establishing rateable occupation, and recorded that such occupation requires: i) actual occupation, involving physical possession of the relevant property; ii) exclusive occupation, entitling the person using the land to exclude others from using it in the same way, even though other persons might have simultaneous, but different rights of user; iii) beneficial occupation, of value or benefit to the occupier, though this need not take the form of pecuniary profit; and iv) permanence of occupation, requiring a degree of permanence. I do not set out the district judge’s account of those principles in detail. It is enough to identify the issues on which his judgment was focused. I was not taken to any authorities in relation to the applicable test, but the question of which companies were carrying on a clothing retail business at the Premises, while relevant to the district judge’s decision, was not one that it was necessary for him to determine in reaching his decision that the Company was in rateable occupation. 16. The district judge recorded the submission before him that the Company did not have a bank account, was not trading from the Premises and was not involved in the occupation of the Premises by “the tenants”, that is to say Riotsi, Agni and Blue Lapel. On this question he was resolutely unimpressed by the evidence of behalf of the Company. He said at paragraph 220 of his judgment: “Much of what the applicant has said and done appears designed only to create smoke and mirrors. In my judgment, the level of complexity put onto this commercial enterprise serves little useful purpose except to conceal and confuse.” He said that the companies were “interwoven and fundamentally connected to each other”. 17. Dealing with the submission that the Company operated a “franchise model” he said at paragraph 239: “Raazia Masood and Syed Azam describe FRENCHEYE (the company) as a clothing retailer that trades under the name FRENCHEYE. They seek to describe a franchise model that ‘licences the use of its brand and know-how to third-party Companies’, I have already indicated that, in my judgment, the companies cannot properly be regarded as third-party. However, the ‘franchise model’ the witnesses sought to portray did not make any sense either. [Counsel for the Company] observed in his final submissions that the franchise model is common in the retail industry and not dissimilar to that used in the fast food industry. I can see that. But companies like McDonalds started from small beginnings and branched out from a base outlet when they got bigger, more successful and had something to offer other people who wanted to take on the franchise. As far as I can see, FRENCHEYE only has its shop in Westfield. Though RIOTSI may have attracted business rates in other parts of the country in the past, I have not been presented with any evidence to suggest that there are FRENCHEYE stores up and down the country. [Frencheye (Oxford Street) Limited] exists as a company name, but I have only been shown dormant accounts for it. Westfield is FRENCHEYE’s home, its base shop. Why then would that be franchised out? What does a third party have to gain from taking over the base shop?” 18. He rejected the Set Aside Application, first, because he was satisfied that there was no substantial procedural error, defect or mishap in the making of the liability order. Secondly, he held that the Set Aside Application had not been made promptly. Each of those decisions was sufficient for the application to fail. The district judge however went on to say that, had he been required to consider whether there was a genuine and arguable dispute on liability, he would have rejected the application on this ground also. He concluded: “276. First, I am not persuaded that, in the circumstances of this case, there is a genuine dispute as to liability as opposed to a dispute which has been concocted. It is incredible that, with FRENCHEYE having confirmed liability for business rates on the premises on 10th March 2014, there has been no further communication to LBN from it or the companies it says were in occupation until LBN finally issues rates invoices. Almost none of the documents provided to this court were provided to [the local authority] (or the landlord) at or around the time they are alleged to have come into existence. Some of the documents are of dubious veracity, as I have observed. The dates of occupation for each of the three so-called third-party companies is simply too convenient to be believed, falling as they do on precise dates for LBN’s business rate financial year. The coincidence of RIOTSI’s occupation up to 31st March 2014 does not accord with the other evidence of the end of its trading. The landlord of the premises has never been informed of the so-called occupation by different companies. 277. I have not been provided with HMRC documents to suggest that RIOTSI was paying PAYE or VAT during the relevant period. I have not been provided with management accounts showing its trading activity for the relevant period. I have not been provided with invoices addressed to RIOTSI for the relevant period. 278. The same goes for AGNI 1: No HMRC documents showing PAYE or VAT. No management accounts. No invoices addressed to AGNI 1. Not even a commercial licence for AGNI 1. 279. Though some documents were produced for BLUE LAPEL, it is difficult to place much weight on them as they give BLUE LAPEL’S address as somewhere entirely different from the premises and Mr. Azam’s explanation for this discrepancy was, like much of what he had to say, lacking in credibility. … 281. As I have already observed, I did not find the applicant witnesses to be credible and reliable. In my judgment, I am not persuaded that there exists in this case a genuine dispute between the parties. It follows that there cannot exists an arguable dispute, but I will offer my conclusions on that aspect also. In order to do so, I can explain what my decision would have been on the merits of the alleged dispute; i.e. the question of whether FRENCHEYE was in occupation of the premises. 282. I am absolutely satisfied that FRENCHEYE (and the sole shareholder and director, Raazia Masood) was in occupation of the premises throughout the period 1st November 2013 to 31st March 2016. I come to that firm conclusion for these reasons: a. FRENCHEYE has held the lease on the premises throughout the relevant period; b. FRENCHEYE has never informed the landlord that anyone else was in occupation of the premises; c. FRENCHEYE was not entitled to sub-let the premises without informing the landlord; d. The premises has, throughout the relevant period, been run as a shop called FRENCHEYE selling FRENCHEYE branded clothing; e. Raazia Masood informed LBN on 10th March 2014 that FRENCHEYE was in occupation of the premises. Ms. Masood never sought to correct or change that statement until she was invoiced for rates; f. None of the other companies communicated with LBN to claim liability for business rates until LBN invoiced FRENCHEYE; None of the other companies has actually paid any business rates to LBN for the premises; g. None of the other companies communicated with the landlord over their occupation of the premises or provided quarterly turnover statements to the landlord; h. FRENCHEYE gave its address as the premises address on 10th March 2014. The premises was still given as FRENCHEYE’s address on future documents such as BLUE LAPEL’s insurance certificate in June 2015; i. The landlord invoiced only FRENCHEYE for the rent; j. Rent on the premises was almost entirely paid for by Raazia Masood through her ELEGANT account; k. Raazia Masood regularly attended the premises; she received an income from activity on the premises. 283. I indicated during the hearing that the court was likely not to have to go so far as to determine whether a fraud has been perpetrated over these premises. Indeed, I do not have to make a judgment about that as such. However, I can see no logical or legitimate purpose for the personnel connected with these premises having created such a complex structure of companies, which they have then moved around with such frequency. The only use in such a set-up that I can see is to create concealment and confusion, perhaps with a view to avoiding certain financial or other liabilities. 284. Applying the four tests of occupation, I am satisfied that FRENCHEYE was in actual occupation of the premises. I am satisfied that FRENCHEYE had exclusive occupation. I am satisfied that FRENCHEYE had beneficial occupation. And I am satisfied that it was permanently in occupation. The evidence presented to me by the applicant to dispute these findings is of dubious quality to say the least. I did not believe the applicant witnesses who gave the evidence or provided the documents. I am satisfied that the evidence does not support the contention that other companies were in occupation during the relevant period. This was FRENCHEYE’s store. FRENCHEYE are liable to pay the business rates on it.” 19. It was on the basis of the liability order that the Company was wound up on 8th May 2017 on the petition of the London Borough of Newham. Legal principles on res judicata and abuse of process 20. I was taken through the authorities on res judicata and abuse of process by both Mr Passfield and Mr Willetts. I do not need to set all of the cases to which I was referred. In Virgin Atlantic Airways Limited v Zodiac Seats UK Ltd [2013] UKSC 46, Lord Sumption JSC described the principles of res judicata as follows: “17. Res judicata is a portmanteau term which is used to describe a number of different legal principles with different juridical origins. As with other such expressions, the label tends to distract attention from the contents of the bottle. The first principle is that once a cause of action has been held to exist or not to exist, that outcome may not be challenged by either party in subsequent proceedings. This is ‘cause of action estoppel’. It is properly described as a form of estoppel precluding a party from challenging the same cause of action in subsequent proceedings. Secondly, there is the principle, which is not easily described as a species of estoppel, that where the claimant succeeded in the first action and does not challenge the outcome, he may not bring a second action on the same cause of action, for example to recover further damages: see Conquer v Boot [1928] 2 KB 336 . Third, there is the doctrine of merger, which treats a cause of action as extinguished once judgment has been given upon it, and the claimant’s sole right as being a right upon the judgment. Although this produces the same effect as the second principle, it is in reality a substantive rule about the legal effect of an English judgment, which is regarded as ‘of a higher nature’ and therefore as superseding the underlying cause of action: see King v Hoare (1844) 13 M & W 494, 504 (Parke B). At common law, it did not apply to foreign judgments, although every other principle of res judicata does. However, a corresponding rule has applied by statute to foreign judgments since 1982: see Civil Jurisdiction and Judgments Act 1982, section 34. Fourth, there is the principle that even where the cause of action is not the same in the later action as it was in the earlier one, some issue which is necessarily common to both was decided on the earlier occasion and is binding on the parties: Duchess of Kingston’s Case (1776) 20 St Tr 355. ‘Issue estoppel’ was the expression devised to describe this principle by Higgins J in Hoysted v Federal Commissioner of Taxation (1921) 29 CLR 537 , 561 and adopted by Diplock LJ in Thoday v Thoday [1964] P 181, 197–198. Fifth, there is the principle first formulated by Wigram V-C in Henderson v Henderson (1843) 3 Hare 100, 115, which precludes a party from raising in subsequent proceedings matters which were not, but could and should have been raised in the earlier ones. Finally, there is the more general procedural rule against abusive proceedings, which may be regarded as the policy underlying all of the above principles with the possible exception of the doctrine of merger.” He distinguished res judicata, properly so called, and abuse of process: “Res judicata and abuse of process are juridically very different. Res judicata is a rule of substantive law, while abuse of process is a concept which informs the exercise of the court’s procedural powers. In my view, they are distinct although overlapping legal principles with the common underlying purpose of limiting abusive and duplicative litigation. That purpose makes it necessary to qualify the absolute character of both cause of action estoppel and issue estoppel where the conduct is not abusive. As Lord Keith put it in Arnold v National Westminster Bank at p 110G, ‘estoppel per rem judicatam, whether cause of action estoppel, or issue estoppel is essentially concerned with preventing abuse of process.’” 21. Proceedings may be an abuse of process where, while not being subject to cause of action estoppel or issue estoppel, they nonetheless amount to a collateral attack on an earlier decision. In Secretary of State for Trade and Industry v Bairstow [2003] EWCA Civ 321, Sir Andrew Morritt V-C considered the authorities and summarised the principles in this way: “8. In my view these cases establish the following propositions: a) A collateral attack on an earlier decision of a court of competent jurisdiction may be but is not necessarily an abuse of the process of the court. … c) If the earlier decision is that of a court exercising a civil jurisdiction then it is binding on the parties to that action and their privies in any later civil proceedings. d) If the parties to the later civil proceedings were not parties to or privies of those who were parties to the earlier proceedings then it will only be an abuse of the process of the court to challenge the factual findings and conclusions of the judge or jury in the earlier action if (i) it would be manifestly unfair to a party to the later proceedings that the same issues should be relitigated or (ii) to permit such relitigation would bring the administration of justice into disrepute.” 22. Marcus Smith J considered the principles further in Allsop v Banner Jones Ltd [2021] EWCA Civ 7. The emphasis in the quote below appears in the transcript: “44. From this discussion of the cases, the following points emerge: i) The jurisdiction to strike out proceedings as an abuse of process is one that should not be tightly circumscribed by rules or formal categorisation. It is an exceptional jurisdiction, enabling a court to protect its procedures from misuse. Thus, a court is able to – indeed, has a duty to – control proceedings which, although not inconsistent with the literal application of its procedural rules, would nevertheless be manifestly unfair to a party to litigation before it, or would otherwise bring the administration of justice into disrepute among right thinking people: Hunter at 536 (paragraph 30 above); Bairstow at [38] (paragraph 34 above); Laing at [12] (paragraph 34 above). ii) Any further attempt to define the circumstances in which this power should be exercised is subject to this overriding formulation of the principle, and can only be helpful if seen in this light. Thus, there can be identified a class of abuse which involves the relitigation of issues which have already once been determined by a court of competent jurisdiction in earlier proceedings. There are a number of statements in the cases suggesting that such relitigation may be regarded as abusive: Hunter at 541 (paragraph 29 above); Hall @ at 702-703 (Lord Hoffmann, paragraph 33(iii) above); Walpole at 116 (paragraph 37(ii) above); Laing at [22] (Buxton LJ, paragraph 40 above) and [37]-[38] (Moses LJ, paragraph 41 above). iii) However, the cases make clear that to regard relitigation as even prima facie amounting to an abuse of process would be to adopt too rigid an approach and to disregard the importance of individual circumstance and the need to consider each case on its own facts: Hall at 702-703 (Lord Hoffmann, paragraph 33(iii) above); Walpole at 116 (paragraph 37(i) above). It is, to my mind, very significant that when articulating general principles regarding the abuse of process jurisdiction, Morritt V-C did not specifically mention relitigation: Bairstow at [38] (paragraph 34 above). iv) In terms of the facts and circumstances that render relitigation potentially abusive, the following points are of particular relevance: … c) … it is necessary to be very clear what is meant by ‘relitigation’. In my judgment, relitigation means arguing the same issue, that has already been determined in earlier proceedings, all over again in later proceedings. In civil proceedings, generally speaking, for an issue to be the same, it will arise as between the same parties (or their privies) That is why, in such cases, the doctrine of res judicata estoppel comes into play. The role of the doctrine of abuse of process is, correspondingly, much more limited… 45. In short, the doctrine of abuse of process is best framed, at least in the context of a ‘collateral’ attack on a prior civil decision, by reference to the test expounded by Lord Diplock and Morritt V-C: If the parties to the later civil proceedings were not parties to or privies of those who were parties to the earlier proceedings then it will only be an abuse of the process of the court to challenge the factual findings and conclusions of the judge in the earlier action if (a) it would be manifestly unfair to a party to the later proceedings that the same issues should be re-litigated or (b) to permit such relitigation would bring the administration of justice into disrepute.” The judge’s description of the jurisdiction to strike out for abuse of process as “exceptional” reflects the observation of Lord Hobhouse of Woodborough in In re Norris [2001] UKHL 34 at paragraph 26 that: “Attempts to relitigate issues which have already been the subject of judicial decision may or may not amount to an abuse of process. Ordinarily such situations fall to be governed by the principle of estoppel per rem judicatam or of issue estoppel (admitted not to be applicable in the present case). It will be a rare case where the litigation of an issue which has not previously been decided between the same parties or their privies will amount to an abuse.” 23. Mr Passfield took me to Secretary of State for Business, Innovation & Skills v Potiwal [2012] EWHC 3723 (Ch). In that case, Briggs J (as he then was) considered an application to strike out part of the defendant’s evidence in answer to the Secretary of State’s claim for a disqualification order. The disqualification claim alleged was that Mr Potiwal had caused the company of which he was the sole director and 40% shareholder, Red 12 Trading Limited, to participate in transactions connected with the fraudulent evasion of VAT, which connections he knew or ought to have known about. The Secretary of State sought to strike out his denial of knowledge of the participation in the fraud on the basis of a finding to that effect by a VAT Tribunal in proceedings between Red 12 Trading Limited and HM Revenue and Customs. 24. Briggs J set out the relevant authorities as follows: “8. The question whether parties in successive litigation are in a relationship of privity, so as to give rise to estoppel per rem judicatam is not the subject of a wealth of authority. In Carl Zeiss Stiftung v Rayner & Keeler and ors [1967] 1AC 583, Lord Reid said, at page 910 G: ‘It has always been said that there must be privity of blood, title or interest: here it would have to be privity of interest. That can arise in many ways, but it seems to me to be essential that the person now to be estopped from defending himself must have had some kind of interest in the previous litigation or its subject-matter. I have found no English case to the contrary.’ At page 936 G Lord Guest said: ‘“Privies” have been described as those who are “privy to [the party] in estate or interest.” (Spencer Bower on Res Judicata, p.130). Before a person can be privy to a party there must be community or privity of interest between them.’ 9. In Gleeson v J Wippell & Co Ltd [1977] 1 WLR 510, at 515, having rejected mere curiosity or concern, including reputational concern, as sufficient to establish privity of interest, Megarry VC continued as follows: ‘…it seems to me that the substratum of the doctrine is that a man ought not to be allowed to litigate a second time what has already been decided between himself and the other party to the litigation. This is in the interest both of the successful party and of the public. But I cannot see that this provides any basis for a successful defendant to say that the successful defence is a bar to the plaintiff suing some third party, or for that third party to say that the successful defence prevents the plaintiff from suing him, unless there is a sufficient degree of identity between the successful defendant and the third party. I do not say that one must be the alter ego of the other: but it does seem to me that, having due regard to the subject matter of the dispute, there must be a sufficient degree of identification between the two to make it just to hold that the decision to which one was party should be binding in proceedings to which the other is party. It is in that sense that I would regard the phrase “privity of interest.” Thus in relation to trust property I think there will normally be a sufficient privity between the trustees and their beneficiary to make a decision that is binding on the trustees also binding on the beneficiaries, and vice versa.’ He continued, at page 516 A: “… it appears that for privity with a party to the proceedings to take effect, it must take effect whether that party wins or loses. As was said by Buckley J in Zeiss No. 3 [1970] Ch. 506, 541 (where the question was rather different) ‘The relationship cannot be conditional upon the character of the decision.’” In relation to the second of those passages, Briggs J noted that it enabled the court: “to ask not merely whether it would be just to hold the losing party in the earlier proceedings bound, but whether it would be just if the decision in the earlier proceedings had gone the other way.” Mr Potiwal had been responsible for giving instructions to the company’s lawyers for the purposes of the VAT appeal, in which he was the company’s witness of fact. He had, Briggs J concluded, a strong financial and a reputational interest in the outcome of the proceedings. He found that Mr Potiwal had privity of interest with the company: “17. In my judgment Mr Potiwal and Red 12 were clearly privies in the context of the proceedings before the VAT Tribunal, even though he was neither asserting a personal claim of his own, nor was he exposed to personal liability for costs in the event (as occurred) that the appeal failed. He was only slightly less obviously in privity of interest with his company than Mr Johnson was with his company in Johnson v Gore Wood. In my judgment the fact that he was only a 40 per cent shareholder in Red 12 by no means undermines an otherwise clear case for privity of interest between the two.” Briggs J held, however, that the Secretary of State did not have such privity of interest with HMRC. 25. The failure of the privity argument did not prove fatal to the Secretary of State’s application. Briggs J held that it was manifestly unfair to the Secretary of State to have to prove the allegations that had already been decided in another tribunal: “23. It by no means follows from my conclusion that it would not be just to treat the Secretary of State and HMRC as privies that the relitigation of the issue as to Mr Potiwal’s knowledge is nonetheless not an abuse. That question requires an examination of the circumstances of the hearing before the VAT Tribunal, from which it appears that HMRC expended over £400,000 of taxpayers’ money in successfully resisting Red 12’s appeal, by the meticulous presentation of the intricacies of the MTIC fraud in a way sufficient to persuade the experienced tribunal that Mr Potiwal knew about it, notwithstanding his detailed and determined challenge, through Red 12, of every element of HMRC’s case. Red 12 went into creditors’ voluntary liquidation after the conclusion of the proceedings, and no part of that expenditure on costs was recouped by HMRC from Red 12, despite the Tribunal’s order that it should be. 24. The Secretary of State’s evidence on this application demonstrates that, if Mr Potiwal is to be permitted by a simple denial of the requisite knowledge to require the case to be proved against him a second time, hundreds of thousands of pounds of further costs, again funded by the taxpayer, will have to be incurred by the Secretary of State, again with no evidence that, if successful, a costs order will be practically enforceable against Mr Potiwal at the end of the day. 25. True it is that, as Miss Graham-Wells submits, Mr Potiwal does not now put in issue the existence of the underlying fraud. But proof against the management of an exporter of the requisite knowledge in an MTIC case is nonetheless an intricate process, requiring meticulous deployment of the underlying facts, and of the circumstances in which those facts were, or ought to have been, apparent to the company’s senior management. Taking a broad brush, I consider it reasonable to assume that the cost to the Secretary of State of relitigating the issue as to Mr Potiwal’s knowledge is likely to equal or exceed £200,000. The question is whether it would be manifestly unfair to visit that expenditure upon the Secretary of State in all the circumstances. 26 Those circumstances include the fact that Red 12 pursued but lost an appeal against the decision of the VAT Tribunal, and was refused permission for a second appeal, and that Mr Potiwal’s evidence in the present proceedings, far from placing a different complexion on matters, consists of little more than a simple denial of knowledge. No challenge is or could be made to the substantive fairness of the proceedings before the VAT Tribunal. It is in my judgment nothing to the point that its procedure rules may be different and, in certain respects, less formal than those applicable to these disqualification proceedings. Furthermore, Mr Potiwal had every opportunity both in giving evidence and subjecting himself to cross-examination to defend himself against the allegations of knowledge which the Tribunal found to be proved, when rejecting swathes of his testimony as incredible. 27. In those circumstances I consider that it would indeed be manifestly unfair to impose the cost of relitigating that issue upon the Secretary of State. The critical distinction between this case and Secretary of State v Bairstow is that, prior to the disqualification proceedings against Mr Bairstow, the taxpayer had incurred no costs at all in relation to the issues which Mr Bairstow wished to relitigate. The previous proceedings had been between him and his solvent company. By contrast in the present circumstances, the taxpayer has been the funder of the litigation involving Red 12 and Mr Potiwal throughout, first for the purpose of defending the public purse from a fraudulent claim, and now for the purpose of seeking the disqualification of the sole director of a corporate participant in that fraud.” 26. He was similarly satisfied that allowing the defendant to relitigate his case would bring the administration of justice into disrepute: “28. I have also concluded that to permit the issue as to Mr Potiwal’s knowledge to be relitigated would indeed bring the administration of justice into disrepute, in the eyes of right-thinking people. In Re Thomas Christy (in liquidation) [1994] 2 BCLC 527 Mr Manson sought to relitigate with his company’s liquidator issues as to breach of duty and misfeasance which had been decided against him in earlier disqualification proceedings brought by the Secretary of State. The liquidator expressly disclaimed any suggestion that he and the Secretary of State had the requisite privity of interest to give rise to an estoppel per rem judicatam. After a review of the authorities, Jacob J said this, at page 537: ‘The Companies Court of the Chancery Division of the High Court has found, after a full trial, Mr Manson guilty of the five wrongful acts specified above. To allow relitigation of those before the self-same court would seem absurd to Joe Citizen who through his taxes pays for the courts and whose own access to justice is impeded by court congestion. Doing a case twice over would make no sense to him: all the more so if he was told that the costs of this would in all likelihood be borne by innocent creditors of the company which Mr Manson ran.’ 29. It makes no difference in my view that, in the present case, two different tribunals are involved, namely the VAT Tribunal and the Companies Court. Apart from that, Jacob J’s words are fully applicable to the present case. Where, as here, the issue as to a director’s knowledge of a complex MTIC fraud has been fully and fairly investigated by an experienced tribunal and the director found to have had the requisite knowledge, it seems to me that right-thinking members of the public would regard it as an unpardonable waste of scarce resources to have that issue relitigated merely because, by a simple denial and without deducing any fresh evidence, Mr Potiwal seeks to require the complex case against him to be proved all over again. In that context the facts that Mr Potiwal was indeed in privity of interest with Red 12, that he was its sole director and that he had the conduct of Red 12’s appeal makes the point all the stronger. 30. Re Thomas Christy Ltd was considered, without any apparent disapproval, in Secretary of State v Bairstow, at paragraph 32. It was treated as an application of the principle established in Hunter v Chief Constable of West Midlands. In Taylor Walton v Laing, after citing from the Hunter case, Buxton LJ said this, at paragraph 12: ‘The court therefore has to consider, by an intense focus on the facts of the particular case, whether in broad terms the proceedings that it is sought to strike out can be characterised as falling under one or other, or both, of the broad rubrics of unfairness or the bringing of the administration of justice into disrepute.’ In my judgment a focus upon the thoroughness and fairness of the way in which the issue as to Mr Potiwal’s knowledge of the underlying VAT fraud was conducted by the VAT Tribunal (and upheld on appeal), in proceedings in which, with full control of Red 12’s case, Mr Potiwal had every opportunity to exonerate himself, but failed, demonstrates that this is a case to which both limbs of the Hunter principle fully apply.” 27. Mr Passfield also took me to my own decision in Re Phoenix Tech Limited [2024] EWHC 1130 (Ch). In that case, the respondent, Mr Khan, was the sole director and a 50% shareholder of a company which had participated in an MTIC fraud. HM Revenue and Customs denied the company’s input tax claim and issued it with a misdeclaration penalty. The company appealed to the First-tier Tribunal. At the hearing, Mr Khan represented the company himself, gave evidence and was cross-examined. The appeal was dismissed and the tribunal found that HM Revenue and Customs had established fraudulent tax losses of which the director had both the means of knowledge and actual knowledge that the transaction chains were connected to fraud. Subsequently, the company’s liquidator issued an application for fraudulent trading and misfeasance. Mr Khan defended the application on the basis that he believed that the company was entering into legitimate transactions and did not know of any scheme to defraud HMRC. 28. I struck out that defence on the basis that it was abusive for Mr Khan to seek to re-argue the question when it had been carefully considered by the tribunal in proceedings brought by the director, whose own interests were wholly aligned with those of the company, in proceedings that had occupied the tribunal for some eleven days. Those proceedings had been brought by HM Revenue and Customs at considerable expense, and it was the sole proving creditor in the company’s liquidation. It was manifestly unfair to the liquidator in those proceedings to have to relitigate the same dispute, eroding the sums available to the creditor who had already litigated the matter. It would similarly bring the administration of justice into disrepute if time and resources, of both the parties and the court, were to be wasted answering the question again. Discussion 29. The Liquidator’s Application contends that it is manifestly unfair to require the Liquidator to prove the Company’s trading when this has already been decided by the district judge. Further or in the alternative, it would bring the administration of justice into disrepute to allow the respondents to re-argue the point. The respondents start from the position that, even if it were not open to them to challenge that findings of the district judge he did not, in fact, find that the company was trading. 30. I should say that I reject Mr Willetts’ submission that the district judge’s discussion of the Company’s occupation of the premises does not amount to any finding as to occupation, or trading, because he had already disposed of the Set Aside Application on other grounds. Having done so, he went on to consider what he “would have found”. It is not unusual for a judge, having dismissed an element of an application sufficient to dispose of it, to go on to consider the other grounds of the application and make findings on them, not least so that if his or her dismissal on the first ground is subject to a successful appeal, the parties have the alternative findings and a further hearing is unnecessary. That is what the district judge did in this case. He dismissed each of the limbs of the Company’s application. In the case of the Company’s contention that it was not in fact in occupation of the Premises, he found that this was not arguable on the basis of the documentary and oral evidence before him. He was “absolutely satisfied” and reached “the firm conclusion” that the Company was in occupation of the Premises. It seems to me that the judgment insofar as it concerns the occupation of the Premises was a judicial determination and not simply comment. 31. Whether he found that the Company was trading at the Premises is more difficult. He does not say so in terms and certainly says nothing about its trading receipts. His judgment was focused on the question of whether the test for rateable occupation was met. It appears to me, however, that he did conclude that the Company was trading from the Premises. 32. The judgment does not set out the parties’ competing positions in any detail and the Company’s letter of application dated 18th September 2015 makes no reference to the Company’s dormancy. It is clear however that the Company’s position at the hearing before the district judge was much the same as it is in the instant proceedings. It will be apparent from the extract that I have quoted at paragraph 17 above that the “franchise model” and the grant of licences to other companies were raised before him. It was also argued that the Company did not trade from the Premises. This is evident from the district judge’s summary of Mrs Masood’s contentions: “128. Ms. Masood observed that FRENCHEYE did not have a bank account. She claimed that FRENCHEYE was not trading at the premises and was not involved in the occupation by ‘the tenants’. She relied on the fact that ‘the tenants’ were limited companies and separate legal entities which themselves controlled the premises and traded from the premises.” It is evident that Mrs Masood was articulating the Company’s case on its behalf. Indeed, the district judge on occasion refers to Mrs Masood as “the applicant”, for example saying that he was not “assisted by the applicant or her witnesses”. The basis of the defence was that the Premises were occupied by third parties under licences pursuant to the “franchise model” of its business. 33. The district judge was not persuaded that the companies said to occupy the Premises could “properly be regarded as third party”. The contention that trading at the Premises was conducted through a franchise model by other companies was found to be artificial and did not “make any sense”. He did however say “What [Riotsi, Agni and Blue Lapel] also all had in common was that they were trading at the FRENCHEYE shop in Westfield as FRENCHEYE.” He seems at this point to be summarising the evidence rather than making a finding to this effect, before going on to consider the oral evidence and, indeed, the credibility of the documentary evidence provided by the Company. What he does not do is make any finding that they were trading at the Premises during the period covered by the liability order or these proceedings. 34. On the contrary, he rejected the basis of the Company’s case and with it the contention that its “tenants” occupied the Premises instead of it. He found documents produced in support of this to be “of dubious veracity” and the dates of occupation for the other companies “simply too convenient to be believed”. He was plainly not satisfied that the Company had made out an arguable case that these companies were occupying the Premises instead of the Company. To the contrary he said “Westfield is FRENCHEYE’s home, its base shop. Why then would that be franchised out? What does a third party have to gain from taking over the base shop?” and his penultimate sentence, “This was FRENCHEYE’s store”, in the context of his judgment as a whole, makes it clear that he was satisfied that it was the Company that traded from the Premises and not the other entities. It is hard to see any other basis on which he could have concluded that it was the Company that occupied the Premises as its “base shop” or “store” other than that it was trading from them. 35. Mr Willetts criticised the district judge’s findings that, despite their separate legal personality, Riotsi, Agni and Blue Lapel were “not genuinely separate at all” and “cannot properly be regarded as third party”, but it seems to me that this criticism of the judgment is unfounded. The judge was not eliding the corporate personalities of the companies. He was observing that they were not unconnected. He did not find that the Company occupied the Premises through a series of connected companies but rejected the Company’s contention that it was those companies that occupied the Premises under the Company’s “franchise model”. 36. What then is the effect of that on the instant proceedings? Is it abusive for the individual respondents here to raise the case that was rejected by the district judge on an application by the Company? 37. In my judgment this case can be distinguished from Potiwal and Phoenix. In those cases, the earlier proceedings had been instigated and directed by a privy of the company who was, if not the alter ego of the company, then a person whose interests were almost entirely aligned with the company in its prosecution of the earlier proceedings. Those earlier proceedings required the tribunal to focus on and determine the conduct of the company and the state of knowledge of that person in relation to the MTIC fraud. In subsequent proceedings against that person, based on that same conduct and that same knowledge, one can see that it is likely to be considered abusive for a defendant who has had the conduct of the proceedings in which those matters have been fully considered to seek to re-argue them. 38. By contrast there are three respondents in this case. None of them were parties to the Set Aside Application and only one of them, Mrs Masood, was undoubtedly a privy of the Company. She was its director during the Set Aside Application. The matter is not however subject to issue estoppel because the local authority in the Set Aside Application is not the applicant here. It is alleged that Mr Azam was a de facto director of the Company. That is denied by Mr Azam and is not subject to any finding by the district judge. He is not bound by the district judge’s decision by reason of issue estoppel either. Both Mrs Masood and Mr Azam were plainly very involved in those proceedings, but I cannot say which of them was responsible for the Company’s prosecution of them or able to direct those proceedings so as to protect their own interests, to the extent that those interests arose. Ms Drozdziol, on the face of it, was not involved in the proceedings at all. She was not a director at the time and did not give evidence. Indeed, in the period when she was a director of the Company, she contends that this was a pure formality. 39. While the district judge’s decision does indeed seem to be based on a rejection of the Company’s contention that it was not trading from the Premises and that other companies were, the focus of those proceedings was whether there was a genuine dispute as to whether the Company was in rateable occupation of the Premises, not the nature and extent of its trading from those premises. The question for the district judge was not the same as that in the instant proceedings. One cannot say that the full evidence of the Company’s business model and nature and extent of its trading necessarily was, or should have been, provided for consideration. Still less, even on the assumption that the respondents were all directing the Set Aside Application, would it have been apparent to them that the result of those proceedings as to the Company’s liability for non-domestic rates might be determinative of the central question in a claim against them personally for several million pounds. One cannot say that their interests were so aligned with those of the Company in the Set Aside Application so that they can be expected to have caused the Company to prosecute the application in a manner that protected those interests too, so as to make it abusive for them to do so now. 40. I therefore do not consider that it is unfair to the Liquidator, still less manifestly unfair, to require him to prove his case, as he would have been required to do had the Set Aside Application not been brought. On the contrary, it seems to me that it would be unfair to the respondents, again assuming that they all had conduct of the Set Aside Application, to strike out the relevant parts of the defence on the basis of a judgment that (a) was focused on a slightly different question and (b) was given in proceedings that could not have been anticipated to be determinative of the central question in a very substantial claim brought against them personally. Nor could the administration of justice be brought into disrepute among right-thinking people by the respondents being permitted to mount a defence, solely focused on their own interests, in such circumstances. 41. Even if I am wrong about that, it is accepted by the Liquidator here that there will need to be trial in any event, even if the Liquidator’s Application were to succeed, in order to establish the extent of the trading diverted to the ECL bank account. It also seems to me that plainly there would need to be a trial in relation to the claim against Ms Drozdziol on the basis that, on the evidence I have, she was not involved in the Set Aside Application at all and there is no reason why she should be bound by it in a claim brought against her personally. Given that there must be such a trial, it cannot be said that it is unfair to the Liquidator to have to prove his case against each of the respondents. It is unlikely to add particularly significantly to the time or cost of the trial. 42. It follows that the Liquidator’s Application is dismissed, and I must consider the Respondents’ Application. The Respondents’ Application 43. The respondents make a cross-application to strike out certain paragraphs of the points of claim and/or for reverse summary judgment upon the Main Application. Insofar as the strike out element of the Application is concerned, this is again based on abuse of process under CPR 3.4(2)(b), rather than rule 3.4(2)(a), which empowers the court to strike out on the ground that the pleading discloses no reasonable grounds for bringing a claim. 44. First, they seek to strike out paragraph 11 of the points of claim, which is: “Between 1 November 2013 and 31 March 2016, the Company operated the Business from the Premises.” “The Business” is defined in paragraph 7 as follows: “Between 1 July 2011 and 1 November 2013, Riotsi operated a clothing retail business (“the Business”) from premises at Unit SU0048a, 59 The Arcade, Westfield Stratford City, Montfichet Road, Olympic Park, London E20 1EH (“the Premises”) using the trading name ‘Frencheye’.” Paragraph 11 is said to be a bald assertion, unsupported by anything other than the judgment in the Set Aside Application. 45. Similarly, the respondents seek to strike out paragraphs 20 to 24. These provide: “20. On or around 1 November 2013, Riotsi assigned the Lease to the Company. Thereafter, the Company took over the operation of the Business at the Premises. 21. As stated in paragraph 12 above, the Company did not operate a bank account. Instead, all monies payable to the Company in respect of the Business were paid into the ECL Account. 22. Following his appointment as the liquidator of the Company, the Applicant has analysed the bank statements for the ECL Account and has identified that in the Relevant Period trading receipts in the total sum of £3,834,769.57 were paid into the ECL Account, as particularised in Schedule 1 hereto (“the Trading Receipts”). 23. The Applicant has further identified payments from the ECL Account in the Relevant Period in the total sum of £1,670,098.52 which he is prepared to accept relate to legitimate expenditure in respect of the Business, as particularised in Schedule 2 hereto (“the Expenditure Payments”). 24. There is no obvious explanation for the remainder of the payments made from the ECL Account in the Relevant Period, which do not appear to relate to the Business. In the premises, the Applicant infers that the balance of the Trading Receipts in the total sum of £2,164,671.05 was applied by ECL otherwise than for the benefit of the Company.” These are again said to be predicated on an unparticularised assertion as to the carrying on of the business by the Company and simply constitute no more than a statement of the Liquidator’s opinion. Consequently, the respondents seek an order that the allegations of breach in paragraphs 32 to 37 of the points of claim be struck out too. 46. Mr Willetts says that the lack of particularisation is rendered all the more acute given that the Liquidator’s claim as now pleaded is at odds with his case as set out in pre-action correspondence. In a letter before action dated 10th February 2020, the solicitor for the Liquidator said as follows: “Investigations into the Company’s trading has found that the Company was established to ‘hold’ a lease in respect of premises which it then sought to allegedly sublet/ licence to various other companies. This was despite the fact that the terms of the lease did not allow the sub-letting of the premises. The leasehold premises was: Unit SU0048a, Lower Ground Floor, 59 The Arcade, Westfield Stratford City, Monfichet Road, Olympic Park, London E20 1EH (‘the Premises’). It is understood that the Company granted licenses to connected companies to purportedly trade from the Premises. Further, the Company filed dormant accounts for the years ending 30 September 2013 and 2014 respectively and filed small company accounts for the year ending 30 September 2015. The Company also did not operate a bank account. As a result, the Company was never in a position to receive income to meet its liabilities.” The letter complains that, despite its liabilities, the Company made payments to the directors and connected persons. It is stated that the Company was incorporated for the sole purpose of entering into the lease; it was not intended that it should trade and did not trade and so was unable to meet the liabilities under the lease. 47. In his skeleton argument, Mr Willetts also points to what he describes as an inconsistency between the points of claim and the points of reply. The latter contains a non-admission in respect of the points of defence’s contention that monies paid into the ECL bank account were not all generated by trading at the premises or were generated as set out in the tables accompanying the points of defence. 48. He therefore submits that the Liquidator has not provided any credible positive evidence of trading by the Company at the Premises and there is no real prospect of the Main Application succeeding. 49. There does not seem to me to be anything in these points. The points of claim plead the carrying on of business by the Company and particularise what appear to be the receipts from that business, which were paid into ECL’s account. If, as is alleged, the Company did trade and the respondents were each directors of the Company at the relevant times, then, as fiduciaries, they must account for their dealings with the receipts from that trading. The nature of the Liquidator’s case thus appears to me to be sufficiently particularised and there is nothing objectionable in the Liquidator, at this early stage, not being able to admit or deny the respondents’ alternative explanation for the source of the receipts into the ECL account. On the face of it, there is a Company which took a lease of trading premises from a connected company, Riotsi, a matter of months before Riotsi went into creditors’ voluntary liquidation, and was, as a matter of fact, held to be in rateable occupation of those premises thereafter. Its very name suggests that trading at the Stratford premises under the style “Frencheye” was carried on by it. It is possible to draw the inference from the pleaded facts that it was carrying on the retail business at the Premises. Nonetheless, no revenue has been paid into an account in the name of the Company but several millions of pounds have been paid to the account of a connected dormant company. The response to that is that the Company did not in fact trade. That plainly, in my view, gives rise to a triable issue. It is not difficult to imagine the evidence that will be relied upon in due course. Much of it will be the same evidence, or lack of evidence, that failed to find favour before the district judge. It does not appear to me that the Liquidator need set out any further indication of the evidence that might be available at trial. 50. The fact that an alternative case was set out in correspondence some three years before the Main Application was issued does not alter that position. As has often been observed, a liquidator comes to a company as a stranger and his or her understanding of its affairs is only as good as the information provided. That understanding may well be erroneous and change over the course of time. 51. In my judgment the Main Application is adequately pleaded, and the basis of the Liquidator’s case is clear. It cannot be said, in the circumstances that I have described, that the prospects of success on the Main Application are no more than fanciful. The Respondents’ Application must also fail. Conclusion 52. The Liquidator’s Application and the Respondents’ Application are therefore dismissed. There have not, as a result of the applications, been any substantive case management directions on the Main Application. I will invite counsel to lodge draft directions, which, if they cannot be agreed, may be considered at the consequentials hearing following the handing down of this judgment.