High Court Sets Aside Norwich Pharmacal Order in Property Joint Venture Dispute

28/10/26

The High Court (Christopher Pymont KC) has provided important guidance on the limits of Norwich Pharmacal relief in a dispute concerning a significant property development joint venture.

C3 and D1 had been in business together since 2020, as shareholders in D2 (the Company). Their relationship was governed by a Shareholders’ Agreement (the “SHA”).

Cs had obtained a wide-ranging order for Norwich Pharmacal relief after discovering that Leos UK Investment Ltd, the vehicle through which D1 held his majority interest, had been dissolved and that a Companies House filing appeared to record a transfer of shares to another group company. The Judge found that the suggestion that this was intended to defeat C3’s interests was “quite unsustainable” as matters had unfolded [31(i)]. The order granted, however, went far beyond information in relation to that share transfer.

In a detailed judgment, Mr Christopher Pymont KC held that the disclosure sought bore insufficient connection to the alleged wrongdoing and amounted to an impermissible “fishing expedition”. The critical point, as the Judge explained at [39], was that the disclosure sought must help the applicant pursue its rights in respect of the good arguable case relied on to fulfil the so-called “Arguable Wrong Condition”, and not some other possible case. The Judge held that the wider claims the Claimants sought to investigate were not an “extension” of the claims in respect of the Share Transfer [52], such that the application was a fishing expedition.

The judgment also held that it had not been a proper course to apply for the original order without notice, because the alleged risk of dissipation was of marginal relevance to the application in any event [67].