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England and Wales High Court (Chancery Division) Decisions |
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You are here: BAILII >> Databases >> England and Wales High Court (Chancery Division) Decisions >> Garofalo v Crisp & Ors [2024] EWHC 1737 (Ch) (05 July 2024) URL: http://www.bailii.org/ew/cases/EWHC/Ch/2024/1737.html Cite as: [2024] EWHC 1737 (Ch) |
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CHANCERY DIVISION
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
INSOLVENCY AND COMPANIES COURT
Fetter Lane, London, EC4A 1NL |
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B e f o r e :
____________________
DAVID VICTOR GAROFALO |
Applicant/Petitioner |
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- and – |
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(1) DAVID CRISP (2) YULIA CRISP (3) VALOREM HOLDINGS LIMITED (4) VALOREM CAPITAL ONE LIMITED (5) VALOREM DISTRIBUTION LIMITED (6) VALOREM BESPOKE LIMITED (7) CP PARFUMS LIMITED |
Respondents |
____________________
Paul Nicholls KC (instructed by Osborne Clarke LLP) for the First and Second Respondents
Hearing dates: 9 & 10 May 2024
____________________
Crown Copyright ©
MR JUSTICE FREEDMAN:
I | Introduction | 1 - 4 |
II | The parties | 5 - 11 |
III | Mr Garofalo's involvement in the business | 12 - 16 |
IV | Concerns regarding the management of the Respondent Companies | 17 - 29 |
V | The law relating to sanctions | 30 - 42 |
VI | The preservation of the business of the Respondent Companies | 43 - 48 |
VII | Other allegations in addition to breach of sanctions | 49 - 53 |
VIII | The judgment on the ex parte application | 54 - 62 |
IX | Events since the injunction | 63 - 69 |
X | The case of Mr Crisp regarding breaches of sanctions |
70 - 75 |
XI | The case of Mr Garofalo regarding breaches of sanctions | 76 - 83 |
XII | Discussion regarding breaches of sanctions | 84 - 98 |
XIII | Was a without notice order required? | 99 - 114 |
XIV | Unfair prejudice relief | 115 - 116 |
XV | Injunctive relief The power to make a change of management order The possibility of a more graduated order The appropriate threshold |
117 - 122 123 - 124 125 - 135 |
XVI | Is the threshold for a change of management order satisfied in this case? | 136 - 155 |
XVII | Balance of convenience | 156 - 177 |
XVIII | Fortification of cross-undertaking as to damages | 178 |
XIX | Post-hearing correspondence 16 May 2024 to 22 May 2024 | 179 - 180 |
XX | Conclusion | 181 - 182 |
MR JUSTICE FREEDMAN:
I Introduction
II The parties
III Mr Garofalo's involvement in the business
(i) Recital F: Mr Garofalo and Mr Crisp agreed to be equal partners in VHL and VC1, and they had mutual respect and confidence in one another both individually and in their respective roles within VC1.
(ii) Clause 3.2: Mr Garofalo acknowledged that Mr Crisp worked best by being allowed free rein to develop and promote the business of the Respondent Companies without undue interference. Mr Crisp acknowledged that he valued Mr Garofalo's views as Chairman and personally as his mentor; and that on important issues Mr Garofalo wished to be consulted as Chairman and decisions made collectively by the Board.
(iii) Clause 3.2: Mr Crisp, as CEO, was to be responsible for, and entitled to manage, the day to day running of VC1 and VHL, but agreed to refer to and consult with the Petitioner regarding any "DRM", being the Director Reserved Matters listed in the Schedule.
(iv) The DRM include (i) any change in the jurisdiction where the English Companies' business is managed and controlled, and (ii) any decision which could reasonably be anticipated as adversely affecting the Profit and Loss Account and/or Balance Sheet and/or Cash-Flow of VC1, VHL or any subsidiary undertaking, by an amount equal to or greater than 10% within the next 12 months following the date when Mr Crisp first became aware, or should have become aware, that such matter could adversely affect the Respondent Companies in this way.
IV Concerns regarding the management of the Respondent Companies
"Mr Preusch: How's your Russian market?
Mr Crisp: Can I? Don't tell anyone. We're doing really well.
Mr Preusch: Oh, good for you.
Mr Crisp: We ignore government edicts.
Mr Preusch: Right, right.
Mr Crisp: They said we shouldn't want that to trade there. So, our business in '21 was the same as 2020. It's the same as '22, the same as'23.
Mr Preusch: Wow.
Mr Crisp: But it's getting increasingly more difficult to get it there."
(emphasis added)
(i) The management accounts record Russian sales by recording them in the Rest of the World category. They had previously been recorded in a Russia category. The management accounts in this form were sent to Mr Garofalo.
(ii) In email correspondence with Mr Garofalo in 2022, Mr Crisp stopped referring to sales to Russia, whereas previously, he had talked frequently about trade with Russia.
(iii) In March 2023, Mr Crisp informed the companies' in-house lawyer that the companies were not trading with Russia, which was untrue.
(iv) In an email of 9 January 2024, Mr Rodney Bellamy-Wood, an in-house lawyer for the Respondent Companies, informed Mr Garofalo that in March 2023, Mr Crisp had led him to believe that Valorem had ceased shipping products to Russia in response to purchase orders from Profun.
V The law relating to sanctions
(1) The Russia (Sanctions) (EU Exit) Regulations 2019
(i) The prohibition on the trade of luxury goods
"Luxury Goods
46B. –
(1) The export of luxury goods to, or for use in, Russia is prohibited.
(2) A person must not directly or indirectly—
(a) supply or deliver luxury goods from a third country to a place in Russia.
(b) make luxury goods available to a person connected with Russia;
(c) make luxury goods available for use in Russia.
…"
"Circumventing etc. prohibitions.
55. – (1) A person must not intentionally participate in activities knowing that the object or effect of them is, whether directly or indirectly –
(a) to circumvent any of prohibitions [which include the prohibition on trading luxury goods], or
(b) to enable or facilitate the contravention of any such prohibition.
(2) …"
(ii) Penalties
"(4) A person who contravenes a prohibition in paragraph (2) commits an offence, but—
(a) it is a defence for a person charged with the offence of contravening paragraph (2)(a)
to show that the person did not know and had no reasonable cause to suspect that the goods were destined (or ultimately destined) for Russia;
(b) it is a defence for a person charged with the offence of contravening paragraph (2)(b) ("P") to show that P did not know and had no reasonable cause to suspect that the person was connected with Russia;
(c) it is a defence for a person charged with the offence of contravening paragraph (2)(c) to show that the person did not know and had no reasonable cause to suspect that the goods were for use in Russia."
VI The preservation of the business of the Respondent Companies
VII Other allegations in addition to breach of sanctions
(i) the companies may have been involved in a furlough fraud ("the Furlough Fraud Issue") comprising the receipt of furlough monies in respect of staff who were working. Mr Crisp admits that a sum of about £107,000 was received, for 14 members of staff in all, who were working and in respect of whom furlough applications were made. Mr Crisp claims that it was a mistake, and he did not know about it. Mr Garofalo's evidence filed in support of the Original Application that Mr Crisp may have made fraudulent furlough claims was confirmed by evidence that at least 14 employees who were working regular hours received about £107,000 in fraudulently obtained funds. The fraud was hidden from employees by way of doctored payslips. Mr Crisp's suggestion that "I believed that the Companies had only claimed payments for employees who had been furloughed" (at para. 107) is at odds with the evidence of Mrs Makwana in her statement of 9 April 2024 at paras. 23-29, who (a) was processing the furlough requests on Mr Crisp's instructions; (b) was herself working as she was processing her own furlough paperwork on Mr Crisp's instructions; (c) challenged Mr Crisp's instructions which she felt compelled to follow; and (d) listened to Mr Crisp explain that he, Mr Crisp, was the director and was responsible, and that Mrs Makwana was protected by employment law.
(ii) the companies appeared to be distributing products containing a substance, butylphenyl methylpropional (known as "lilial"), which had been banned by the EU on the basis that it is toxic to fertility ("the Lilial Issue"). The labels on the products containing lilial, that continued to be supplied to the market, had been altered to remove any reference to it, a process known as "overlabelling".
(i) failing to comply with safety requirements and the fabrication of documents and especially a failure to conduct safety assessments and being attendant to the safety certification required. Insofar as this is evidence of a failure to attend to important safety requirements, this is not the deliberate conduct which would necessarily justify the injunctions sought at this stage.
(ii) systemic instructions to staff to fabricate and doctor perfume bottle labels and safety certifications and conceal banned substances such as lilial, which might justify relief even at this stage. However, there is a voluminous conflict of evidence: allegations and responses of the kind which it is difficult at this stage to form a very high degree of assurance that they will be established. That is not to say that they are incapable of being relied upon in the section 994 petition.
(iii) failing to protect the business' IPR: There may have at one stage been a concern about a deliberate collaboration with a competitor, but the way that this is put following inquiries is that there has been a failure to exercise due diligence to protect the IPR. This by itself is unlikely to be a basis for the relief claimed at this stage.
(i) Some of the allegations are, if proven, very serious. They allege deliberately deceptive conduct in particular in respect of (a) defrauding the furlough scheme; (b) the fabrication of documents including important documents relating to the safety of the products, and (c) the concealment of lilial and other banned substances.
(ii) Some of the conduct might amount to negligence rather than deliberate misconduct which would be unlikely by itself to justify the exceptional relief in this case. Examples are the failure to protect IPR falling short of deliberate diversion of IPR e.g. to a competitor with personal benefit. Likewise, lapses in health and safety at work or breaches of safety requirements falling short of deliberate breaches of duty, whilst serious in themselves, are in the same bracket.
(iii) There has to be caution about the allegations. Whilst serious, if this was a case investigating whether there had been breaches of contract or of fiduciary duty, they might not by themselves justify the bringing of proceedings for interim relief of the kind which has occurred in this case. This is not to undermine the nature of the case or the ability at trial to rely on this material as part of the section 994 petition.
(iv) It is even contended that the Court will have to proceed with caution about employees being asked to uncover matters under new management to bolster the case. It is not possible to make any comment about this suggestion, but the statement that careful inquiry will be required is inevitable.
(v) If it is the case that the relief in this case depends upon the threshold which is higher than American Cyanamid, it would require a disproportionate amount of judicial time to investigate the full extent of the evidence required to discern whether a higher threshold is established in respect of these allegations other than the breaches of sanctions. If the case fails in respect of the sanctions, then it seems doubtful on the basis of the consideration of the papers that it will be made out at this interim stage on the basis of the other parts of the case.
(vi) In the circumstances, the case must proceed on the primary basis of being by reference to the breach of Russian sanctions.
VIII The judgment on the ex parte application
IX Events since the injunction
X The case of Mr Crisp regarding breaches of sanctions
(i) There was WhatsApp message in March 2022 from Mr Crisp to a sales manager saying:
'We are about to receive a new order from Russia … Are you happy we accept the order? So far as we are aware, we are not in breach of any sanctions as of today in the U.K.'
(ii) When he communicated with insurers in January 2023, Mr Crisp mentioned trade with Russia. He also referred in an e-mail to Mr Garofalo to insurers saying, 'we are ok to trade with Russia'.
(iii) Mr Crisp points to sharing accounting information with Mr Garofalo which showed that sales had been made to Russia and had other exchanges which showed that the companies were continuing to trade with Russia. Mr Crisp refers specifically to an e-mail of 19 July 2023 which mentioned sales to Russia. Mr Garofalo says he did not read it until after seeing the video of the conversation with Mr Preusch of 25 July 2023, but the important point is said to be that Mr Crisp sent it.
XI The case of Mr Garofalo regarding breaches of sanctions
(i) It does not refer to the fact that there has been trading going on with Russia since May 2022: there is no indication that the insurers were informed about that. The expression that "we are ok to trade with Russia" appears to refer to future trading.
(ii) In any event, what is missing in all of this is the fact that there was an exclusion in the insurance policy as of 31 January 2023 of trading with Russia generally. This indicates that (i) it was not the case that the insurers were permitting trade with Russia, and (ii) worse still, the business with Russia was being carried out without insurance.
XII Discussion regarding breaches of sanctions
(i) Mr Crisp's statement that his trade with Russia should not be disclosed by Mr Preusch, that this was a secret;
(ii) Mr Crisp's statement that he ignores "government edicts" (i.e. the law) and that the UK government's position is that he "shouldn't" trade with Russia;
(iii) Mr Crisp's statement that it was increasingly difficult to trade with Russia.
XIII Was without notice relief required?
(i) whether ex parte relief was required;
(ii) whether a removal of a directorship was justified at an interim stage.
In this part of the judgment, there will be considered the first of those issues. There will also be considered in respect of the Ancillary Orders whether the Court should adjourn issues regarding their discharge or continuation to trial or until further order.
"If the First Respondent were to be forewarned either of this Application or of the HMRC investigation the Petitioner fears he would cancel his visit to the United Kingdom, thus creating considerable difficulties as regards service. The effect of any orders that were made after that point in time would be compromised, jeopardising the damage limitation measures the Petitioner has been advised to take."
(i) the orders are fully executed to the extent that no further action is required as of now or in the immediate future;
(ii) there is no separate application to discharge the orders based on a failure to make full and frank disclosure as an independent ground from the challenge on the merits of the application as a whole;
(iii) the primary reputational concerns arose out of the change of management order rather than the Ancillary Orders;
(iv) the consideration of these Ancillary Orders at trial will be more informed than a consideration at this stage, and there is no interim urgency which has been identified;
(v) there are benefits for all parties about deferring such consideration. At trial, there will be a more informed ability to adjudicate upon whether the Ancillary Orders should fall away either with the section 994 application more generally or because in the context of the findings at trial, they were considered unnecessary;
(vi) the issue of substance whether to enforce the cross-undertaking should be decided at the trial on the basis of all the evidence then available.
XIV Unfair prejudice relief
"Unfair Prejudice
To invoke the relief available under a s.994 petition, it must be established that the affairs of the company have been conducted in a matter which is unfair and that this conduct, or its results, have prejudiced the interests of the petitioner of or the shareholders generally.
In establishing prejudice, a petitioner must show that he is substantially in a worse position as a result of the unfair conduct: Hollington on Shareholders' Rights 9th Edition at 7-01, 7-28, 7-33 and 7-57[1].
The concept of unfair prejudice must be understood within the context of company law; non-compliance with respondent shareholders' duties will generally indicate that unfair prejudice has occurred: see Arden LJ (as she then was) in Re Tobian Properties Ltd [2013] Bus LR 753, at [21].
The company affairs referred to in s.994 can include the affairs of wholly-owned subsidiaries with common directors if the affairs of the subsidiary are being conducted in a manner which damages the subsidiary and so the value of the holding company: per David Richards J (as he then was) in Re Coroin [2012] EXHC 2343 at [628]; Re Canterbury Travels (London) Ltd [2010] EWHC 1464 (Ch) at [18] [19].
Equitable principles are also invoked by the petitioner. There are a number of circumstances in which the role of equitable principles arises, including an association formed or continued on the basis of a personal relationship involving mutual confidence: Ebrahimi v Westbourne Galleries Ltd [1973] AC 360 at 379D-G. Also relied on are directors' duties as set out in ss. 171-177 of the 2006 Act, in particular, the requirements that:
(1) a director must act in accordance with the company's constitution and only exercise their powers for the purposes for which they are conferred (s.171);
(2) a director must act in the way s/he considers, in good faith, would be most likely to promote the success of the company (s.172).
(3) a director must exercise reasonable care, skill and diligence (s.174)."
XV Injunctive relief
(a) The power to make a change of management order
(i) intrusion in the internal affairs of companies by order of the court should be kept to a minimum;
(ii) such an interim order was inconsistent with the accepted position that each director was entitled to participate in management;
(iii) there was uncertainty as to what would be the final result after the judgment and who would end up in the overall control of the companies;
(iv) it was more appropriate to address concerns about the running of the companies by requiring undertakings or granting interim injunctions in respect of the particular issues raised.
"In essence it is contrary to principle to impose a director on a company. It is highly impractical so to do in any event where there are disputes between the directors or indeed, as here, allegations of improper conduct. Accordingly, the court would have to be extraordinarily cautious before imposing a director on a company by way of an interim remedy, but as I have said it is not necessary to decide that point."
(i) A usual interim order is to preserve the status quo. The Order granted is not just the removal of a director. It changes the operation and control of the company. Whilst not the ultimate final relief, it takes the parties some of the way down the line to a buyout which would be the final result of the petition.
(ii) The starting point of a section 994 petition is to consider the parties' conduct against the contractual arrangements: see O'Neill v Phillips [1999] UKHL 24, [1999] 1 WLR 1092. The contractual arrangements of these parties were that Mr Crisp would operate the business without undue interference from Mr Garofalo. This was being turned on its head by the order.
(iii) The dispute resolution procedure contained a timetable for the steps to be taken including the parties communicating for at least 6 hours over the course of 12 days. That might militate against without notice relief.
(iv) The order was doing this at the behest of another minority shareholder and was potentially against the wishes of the majority of the shareholders of the Company, particularly bearing in mind the minority shareholders who were members of Mr Crisp's wider family.
(v) A very common reason for an unfair prejudice petition is that the majority is excluding the minority from management of the company. The removal of a director by court order might be the court itself imposing an order amounting to unfair prejudice.
(vi) There could have been simply an injunction to prevent any further dealings with Russia and provision of detailed information in respect of such trading.
(b) The possibility of a more graduated order
(c) The appropriate threshold
"In my view, the principles to be applied are these: first this being an interlocutory matter, the overriding consideration is which course is likely to involve the least risk of injustice if it turns out to be wrong. Secondly, when considering whether to grant a mandatory injunction, the court must keep in mind that an order which requires a party to take some positive step at an interlocutory stage may well carry a greater risk of injustice if it turns out to have been wrongly made than an order which merely prohibits action, thereby preserving the status quo. Thirdly, it is legitimate, where a mandatory injunction is sought, to consider whether the court does have a high degree of assurance that the claimant will be able to establish this right at a trial. That is because the greater the degree of assurance the claimant will ultimately establish is right, the less will be the risk of injustice if the injunction is granted. Fourthly, but even where the court is unable to feel a high degree of assurance that the claimant will establish his right, there may still be circumstances in which it is appropriate to grant a mandatory injunction at an interlocutory stage. Those circumstances will exist whether risk of injustice if the injunction is refused sufficiently outweigh the risk of injustice if it is granted."
"The principal dilemma about the grant of interlocutory injunctions, whether prohibitory or mandatory, is that there is by definition a risk that the court may make the "wrong" decision, in the sense of granting an injunction to a party who fails to establish his right at the trial (or would fail if there was a trial) or alternatively, in failing to grant an injunction to a party who succeeds (or would succeed) at trial. A fundamental principle is therefore that the court should take whichever course appears to carry the lower risk of injustice if it should turn out to have been "wrong" in the sense I have described. The guidelines for interlocutory injunctions are derived from this principle."
56. It is accepted that the question for the Judge at this stage was the well-known American Cyanamid test whether there was a serious issue to be tried and, if so, whether the balance of convenience favours the grant or refusal of relief. However, in the case where the relief sought is tantamount to being final relief, the Court may need to take a closer look at the merits of the case and not confine itself to considering whether there is a serious issue to be tried: Lansing Linde v Kerr [1991] 1 WLR 251, 258; MI Squared v King [2022] 2 BCLC 279, para 10.
57. It is also the case that the relief sought is a mandatory injunction. It is well settled that the courts are more cautious about granting mandatory than prohibitory injunctions."
(i) This was an exceptional order which was going to change the status quo of the person who was in day-to-day charge of the companies and was having an immediate impact on the relationship of the parties in the Relationship Agreement. I am fortified in this reasoning by the rarity of a case involving an interim order for the reorganisation of the boards of companies with a heavy starting point of not intruding in the management structure of a company.
(ii) The need for caution was particularly great given the fact that the unusual application was made originally on a without notice basis.
(iii) Whilst it may not have been in large part a mandatory order, it was analogous in that the order was one which "may well carry a greater risk of injustice if it turns out to have been wrongly made than an order which merely prohibits action".
(iv) Just as Chadwick J in the case of Nottingham Building Society v Eurodynamics Systems plc had in mind the possibility that a high degree of assurance may not have to be proven in every case of an interim mandatory action, so in an appropriate case, a high degree of assurance might be required in a case of what as a matter of form is still an interim prohibitory order.
(v) The need to be guided more by the injustice ensuing from the "risk that the court may make the "wrong" decision" than by the form of the injunction is apparent from the Film Rover case. Whilst that might be directed more to the balance of convenience than the threshold for grant of an injunction, in a case as unusual and as invasive as the order in this case, a higher threshold might be required. It was a matter of form and not substance that this was in effect a mandatory injunction so transformative of the status quo.
(vi) There is also an analogy with the case of NWL Limited v Woods: whilst this was not the grant of substantially what was sought at trial by way of an interim order (in which case a standard higher than the American Cyanamid threshold was appropriate), it was an injunction that was taking Mr Crisp significantly further along the path to a buy-out than an injunction simply holding the ring to trial.
XVI Is the threshold for a change of management order satisfied in this case?
(i) the statements made by Mr Crisp to Mr Preusch during the conversation recorded in the hotel, to the effect that the sales income from Russia since the epidemic had held up at pre-pandemic levels;
(ii) the paperwork uncovered by Mr Reed and Mr Garofalo, which shows invoices, despatch notes and sales reports for products to be despatched to Russia from the Greenhithe Facility in 2022 and also in August 2023;
(iii) the reports form the Animus operatives that the English Companies' products were on sale in Russian retail outlets as recently as August 2023.
(1) If the court is satisfied that a petition under this Part is well founded, it may make such order as it thinks fit for giving relief in respect of the matters complained of.
(2) Without prejudice to the generality of subsection (1), the court's order may–
(a) regulate the conduct of the company's affairs in the future;
(b) require the company–
(i) to refrain from doing or continuing an act complained of, or
(ii) to do an act that the petitioner has complained it has omitted to do;
(c) authorise civil proceedings to be brought in the name and on behalf of the company by such person or persons and on such terms as the court may direct;
(d) require the company not to make any, or any specified, alterations in its articles without the leave of the court;
(e) provide for the purchase of the shares of any members of the company by other members or by the company itself and, in the case of a purchase by the company itself, the reduction of the company's capital accordingly.
(i) a convincing case supported by the expert evidence of Mr Hawker, partially corroborated by the evidence adduced by Mr and Mrs Crisp of Mr Langham about the existential nature of the reputational consequences for the Respondent Companies unless they removed Mr Crisp as a director;
(ii) the gravity of not just being in breach of the criminal law, but the particular opprobrium attaching to trading with Russia in deliberate breach of sanctions;
(iii) the strong prima facie case of powerful evidence of active steps to conceal such trading and apparently misleading evidence given by Mr Crisp in respect of his conduct;
(iv) the section headed discussion about breach of sanctions at paras. 84-97 above contain a litany of excuses for the conduct, as to which there is a high degree of assurance that a trial or a cross-examination of Mr Crisp will lead the Court to reject the case that there was no deliberate breach of sanctions on the part of Mr Crisp.
XVII Balance of convenience
"[o]ne cannot literally ask whether damages would be an adequate remedy because sec. 461 [the relevant section under the predecessor to the 2006 Act] does not provide for an award of damages at common law. But the section allows the court to order various forms of financial compensation …"
(i) If Mr Garofalo were to succeed at the trial in establishing his right to a permanent injunction, would he be adequately compensated by an award of damages? If he would, and the respondents would be in a financial position to pay them, no interlocutory injunction should normally be granted.
(ii) If damages would not provide an adequate remedy for the petitioner, the court should then consider whether, if the respondents succeeded at trial, they would be adequately compensated under the petitioner's undertaking. If they would, and the petitioner would be in a financial position to pay them, there would be no reason upon this ground to refuse an interlocutory injunction.
(iii) Where there is doubt as to the adequacy of the respective remedies in damages available to either party or to both, the question of balance of convenience arises. These will vary from case to case. Where other factors appear to be evenly balanced measures should be taken to preserve the status quo.
(i) The evidence that despite cessation of trading with Russia, the financial report of almost six months from the date of the injunction (to 30 April 2024) shows good cash generation, sales and profitability. In particular, sales have increased above the level prior to the change of management. There has been little staff turnover.
(ii) Whilst the other allegations are not considered as independent grounds for the petition, and it is noted that they are challenged and are not established, there has been disruption in dealing with these issues. Ms McBarron's complaint about stock levels is made during a period when content and labelling issues are being addressed.
(iii) It is an odd feature of the evidence of Ms McBarron that she has been on maternity leave in the period from the Order of the Deputy Judge until the time of her witness statement. She complains about being out of the loop, but this might be an incident of her maternity leave.
XVIII Fortification of cross-undertaking as to damages
XIX Post-hearing correspondence 16 May 2024 to 22 May 2024
XX Conclusion
Note 1 The 10th Edition has since been published with the same paragraphs supporting the same proposition. [Back]