Peter Glenn v Adam Walker

Hearing dates: 25–28 & 31 March, and 1, 3–4 April 2025

Approved Judgment

This judgment was handed down remotely at 10.30am on 23 May 2025 by circulation to the parties or their representatives by e-mail and by release to the National Archives.

HHJ Cawson KC SITTING AS A JUDGE OF THE HIGH COURT

HHJ Cawson KC:

Contents

Introduction

In these proceedings, the Claimants, Peter Glenn (“ Mr Glenn”) and Jonathan Slater (“ Mr Slater”), allege that they entered into a partnership (“ the Alleged Partnership”) with the First Defendant, Adam Walker (“ Mr Walker”), and the Second Defendant, Jeremy Dyer (“ Mr Dyer”), in respect of their involvement as shareholders, directors and otherwise in a number of companies including Fifty ID Limited (“ FID”), Fifty ID Re Limited (“ FIDRE”), Fifty ID Re 2 Limited (“ FIDRE 2”) and the Third Defendant, Fifty Asset Management Limited (“ FAM”). Alternatively, the Claimants allege that they and Mr Walker and Mr Dyer were involved in a joint venture (“ the Alleged Joint Venture”) an incident of which was the existence of fiduciary duties between the four of them (“ the Four Individuals”).

It is the Claimants' case that Mr Walker and Mr Dyer, in breach of their fiduciary duties as partners in the Alleged Partnership, alternatively in breach of their fiduciary duties arising under the Alleged Joint Venture, wrongly and disloyally plotted and procured the exclusion of Mr Glenn and Mr Slater from the Alleged Partnership, alternatively the Alleged Joint Venture, and from the companies in question, and diverted business opportunities belonging to the Alleged Partnership, alternatively the Alleged Joint Venture, to themselves and/or to competing businesses owned by them. On this basis, Mr Glenn and Mr Slater seek equitable compensation and/or damages for the loss that they claim to have suffered by reason thereof, alternatively an account of profits, as against Mr Walker and Mr Dyer.

Further, the Claimants allege that Mr Walker and Mr Dyer perpetrated on them an unlawful means conspiracy such that they are entitled to damages for the tort of conspiracy.

In addition, the Claimants pursue, on behalf of FAM, a derivative claim under Chapter 1 of Part 11 of the Companies Act 2006 against Mr Walker and Mr Dyer alleging that the latter acted in breach of their statutory fiduciary duties owed to FAM in, essentially, causing it to cease trading by bringing about the circumstances in which FAM lost the benefit of a lucrative asset management contract.

Mr Walker and Mr Dyer dispute that there was any partnership ever in existence between them and Mr Glenn and Mr Slater, or that they were subject to any fiduciary duties arising in consequence of any involvement in a joint venture. It is their case that such fiduciary and other duties as they might have owed were limited to those owed as directors of the various companies in which they were involved. Alternatively, if, contrary to their primary case, any fiduciary duties arose as partners in the Alleged Partnership or through their involvement in the Alleged Joint Venture, then Mr Walker and Mr Dyer deny that they plotted or procured the exclusion of Mr Glenn or Mr Slater therefrom, or otherwise acted in breach of fiduciary duty, or that they were party to any unlawful means conspiracy. Further, they deny that they acted in breach of any duties owed to FAM.

I will first consider the background to the Alleged Partnership and the Alleged Joint Venture and the involvement of the Four Individuals in various companies, and the business carried on thereby in order to determine whether Mr Walker and Mr Dyer were party to a partnership or joint venture that gave rise to fiduciary duties owed to Mr Glenn and Mr Slater. Whatever my finding in that respect, I will then consider whether, if fiduciary duties owed to Mr Glenn and Mr Slater did arise in such circumstances, Mr Walker and Mr Dyer acted in breach thereof in excluding Mr Glenn and Mr Slater, and procuring for themselves business opportunities properly belonging to the Alleged Partnership or the Alleged Joint Venture, and/or perpetrated an unlawful means conspiracy.

It is not in dispute that Mr Glenn and Mr Slater on the one hand, and Mr Walker and Mr Dyer on the other hand, went their separate ways from and after 15 February 2018 following the key events of that day to which I will return. However, it will be necessary to consider in some detail the events leading up to 15 February 2018, and the events of that day and thereafter in some detail in order to determine whether, if Mr Walker and Mr Dyer did owe fiduciary duties to Mr Glenn and Mr Slater, they acted in breach thereof, and/or perpetrated an unlawful means conspiracy, and/or whether there is a good derivative claim against them on behalf of FAM.

Mr Glenn and Mr Slater were represented by Roger Stewart KC and Will Cook, and Mr Walker and Mr Dyer were represented by Justin Higgo KC and Andrew Gurr. I am grateful to them for their helpful written and oral submissions, and for the efficient, effective and skilful way in which they all conducted the trial.

Witnesses and approach to the evidence

Witnesses

At trial, I heard evidence from Mr Glenn, Mr Slater, Mr Walker, Mr Dyer, and, on behalf of Mr Walker and Mr Dyer, from Benjamin (Ben) Warren (“ Mr Warren”), a partner in EY and head of EY's energy team in November 2015 (when he first became involved with the Four Individuals).

Approach

In this case the Court is required to decide questions of fact relating to events going back to some 10 years or so, with the key events of February 2018 now having occurred over seven years ago. In these circumstances, it is necessary to bear firmly in mind the much repeated observations of Leggatt J (as he then was) in Gestmin SGPS S.A. v Credit Suisse Limited [2013] EWHC 3560 (Comm) at [15] – [22] with regard to the unreliability of memory, and his caution to place limited, if any, weight on witnesses' recollections of what was said in meetings and conversations, and to base factual findings on inferences drawn from the documentary evidence and known or probable facts.

A particular concern identified by Leggatt J was the ability of a witness, in seeking to recall events that took place some time ago, to falsely do so, but to do so with genuine conviction and belief that their recollection is accurate. Thus, as Leggatt J cautioned in Gestmin at [22]: “… it is important to avoid the fallacy of supposing that, because a witness has confidence in his or her recollection and is honest, evidence based on that recollection provides any reliable guide to the truth.”

Allied to this is a concern that a witness seeking to recall events over a significant period of time is liable, in reconstructing those events in his or her own mind, to do so in a way that inaccurately recalls those events in his or her favour, and to exaggerate perceived advantages to his or her own case, and do so without deliberately seeking to give false evidence.

As to the “demeanour” of witnesses, I note the observations of Arden LJ (as she then was) in Re Mumtaz Properties Ltd [2012] 2 BCLC 109 at [12]:

“12. There are many situations in which the court is asked to assess the credibility of witnesses from their oral evidence, that is to say, to weigh up their evidence to see whether it is reliable. Witness choice is an essential part of the function of a trial judge and he or she has to decide whose evidence, and how much evidence, to accept. This task is not to be carried out merely by reference to the impression that a witness made giving evidence in the witness box. It is not solely a matter of body language or the tone of voice or other factors that might generally be called the ‘demeanour’ of a witness. The...