Maggie Otto v Inner Mongolia Happy Lamb Catering Management Company Ltd

Ruling prepared on the papers

This judgment was handed down remotely at 2 pm on 16 December 2025 by circulation to the parties or their representatives by e-mail and by release to the National Archive

Introduction

This is my ruling about compliance by the petitioners with my decision of 10 September 2025, which was made in relation to two separate applications in this unfair prejudice petition. The first application, by notice dated 24 February 2025, was one by the first to fifth respondents (the “active respondents”) to strike out the petition, alternatively for reverse summary judgment. The second application was one by the petitioners, by notice dated 1 April 2025, to re-amend their petition, and also to join a fifth petitioner, In-Touch Investment Holding Ltd (“In-Touch”).

These applications were argued before me on 13 and 14 May 2025. I handed down a written judgment on them on 10 September 2025 (see [2025] EWHC 2291 (Ch)). My judgment concluded as follows:

“179. Accordingly, I will make an order refusing permission to amend the petition, unless by 4 pm on Friday 26 September 2025 a further draft petition is filed and served sufficiently attributing the conduct alleged in the “lack of specificity” section to be unfairly prejudicial to the petitioners' interests to one or more in particular of the active respondents. There must be sufficient specificity for the active respondents to be able to plead to the petition. Alleging that a particular act or omission is to be attributed to “A and/or B and/or C and/or D and/ or E” will simply not do.

180. If such a draft petition be so served (taking account of the other draft allegations which I have indicated that I would not permit), then I will consider on paper whether the draft petition should be allowed (including the joinder of In-Touch), taking into account any written submissions on it filed and served by the respondents by 4 pm on 3 October 2025, and any reply submissions filed and served by the petitioners by 4 pm on 10 October 2025. I should be grateful for a minute of order, preferably agreed, to give effect to this judgment.”

As it happens, the parties could not agree a draft minute of order for approval. Looking at the court file, I do not think I ever settled one, but in my judgment that does not matter for present purposes. The parties knew what the position was (as set out above). The further draft petition was filed on CE-File at 11:19 on 26 September 2025. According to the respondents' own written submissions, they received an (unsigned) version of the new draft amended petition on the evening of 25 September 2025. But I made no requirement that it be signed before being served. Thus, it was both filed and served within the deadline.

I also received, and have considered, written submissions from both sides, again within the deadlines of 3 and 10 October 2025. What I now have to determine is whether the new draft petition fulfils the conditions set out above, and, if it does, whether I should give the permission sought by the petitioners. I am very sorry that this ruling has taken so long to produce, but I have had an exceptionally busy term, with several back-to-back trials, and a number of lengthy applications to deal with.

Background

The background and broad nature of the claims made, and the defences to them, as well as the history of the litigation (including the abortive trial of 4 March 2024), were set out in my earlier judgment ( [2025] EWHC 2291 (Ch), [3]–[15]). I need not repeat them here. Any interested reader can consult the earlier judgment.

My criticisms of the then draft amended petition, and the consequent repleading

In my judgment, I criticised the draft amended petition for which permission was sought in a number of ways. First of all, I refused permission to plead equitable title as a basis for standing for the petition. However, in the event, that did not matter, for the reasons given at [171] of my earlier judgment. So far as I can see, all such allegations have been removed from the new draft petition.

Secondly, there were a number of criticisms of paragraphs of the draft amended petition, with which I agreed, and I refused permission in relation to those amendments (though it is only right to say that I also dismissed some of the criticisms made by the respondents). One isolated example from my judgment is this:

“123. In paragraph 28(u) of the petition it is alleged that

‘Further and/or in the alternative, in or about 2017, when he was recruited to the business, P2 was promised a 2% shareholding in Oriental. That promise was made orally by or on behalf of R1 to R4 on dates unknown in or about 2017. The shared and common intention of the parties was reflected in a confirmation statement filed at Companies House’.

124. The active respondents complain that this is ‘hopelessly vague and incoherent as to who said what and when and as a pleading for any kind of equitable entitlement’. I agree. This is not clear enough to plead to.”

This has now been repleaded as paragraph 24(v) of the new draft amended petition:

“Further and/or in the alternative, in or about 2017, when he was recruited to the business, P2 was promised a 2% shareholding in Oriental. That promise was made orally by R2 in or about September 2017. On or about 6 October 2017, P1 and P2 flew to Boston, USA, where they met with R2, R3 and R4. On that occasion, R4 reconfirmed Oriental's company structure and P2's shareholding of 2%.”

However, the most important criticisms were concerned with the lack of specificity in attributing acts complained of to specific active respondents. I set out below the relevant paragraphs of my judgment:

“133. I turn now to the objections to the amendments on the grounds that they lack specificity in attributing conduct amongst the respondents (see [19], [25], [28], [28](f), [28](n), [28](o), [28](s)).

134. In paragraph 19 of the petition it is alleged that

‘On 25 September 2017, R2 met P1 at her home. He proposed that P1 would have 30% of the equity in the new venture and that P2 would have 2%. This was agreed by P1.’

135. The active respondents say that it is unclear if and how this is said to impact on other respondents than the second respondent. I do not accept this criticism. It is clear that the conduct is attributed to the second respondent only. It is not alleged that he was acting on behalf of any other respondent.

136. In paragraph 25 of the petition it is alleged that

‘… Oriental has been managed variously since inception by those controlling R1 and/or by R2, R3, R4 and R5 as de facto directors of or ultimate decision-makers in, Oriental, irrespective of their formal status as a director. The best particulars available are that these individuals appear to have little regard for legal status and act as a shadowy syndicate, making decisions and issuing orders and directives to their colleagues in the UK.’

137. The active respondents complain that there is no attempt to differentiate in any way between the respondents, or to attribute particular acts or omissions or conduct to one or more of them. I agree. This makes it difficult, if not impossible, if the court should find (for example) that there was conduct of the affairs of the companies, for the court to fashion an appropriate remedy such as a ‘buy out order’. The petitioners may say that they do not know which of the respondents committed a particular act or omission. Unfortunately, that is sometimes the case. But justice to the individual respondents requires they be told what it is that they have to respond to. The burden of proof rests upon the petitioners to prove their case, and not upon the respondents to disprove it. I cannot give permission for this amendment.

138. In paragraph 28 of the petition it is alleged that

‘… the affairs of Oriental and/or also R8 in the case of P4, have been conducted by R1 and/or R2 and/or R3 and/or R4 and/or R5, so as to cause the Petitioners and each of them to sustain unfair prejudice …’

139. The same objection as under paragraph 25 is taken under this paragraph. My answer is the same, and for much the same reasons. It might be different if the phrase ‘conducted by R1 and/or R2 and/or R3 and/or R4 and/or R5’ had been written in some such terms as ‘conducted by such one or more of the 1 ^st to 5 ^th respondents as more particularly identified and set out in the particulars hereunder’, and the particulars then went on to identify particular respondents with particular acts or omissions. However, as we shall see, that is not the case. I cannot give permission for this amendment.

140. In paragraph 28(f) of the petition it is alleged that

‘In October 2017, an oral agreement, understood to be averred by the Respondents, was reached that P5's shareholding in Oriental be reduced to 48% to enable P2 to acquire 2% of the shares in Oriental’.

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