Yello Voice Solutions Ltd v Onecom Partners Ltd

Hearing date: 21 May 2026

(Draft judgment circulated to the parties on 21 July 2026)

Approved Judgment

This judgment was handed down remotely at 10.00am on Thursday 30 th July 2026 by circulation to the parties or their representatives by e-mail and by release to the National Archives.

HHJ Russen KC

HHJ Russen KC:

INTRODUCTION

This is my judgment on the application dated 5 March 2026 by which the Defendant (‘ Onecom’) seeks:

(1) primarily, the striking out of the claim brought by the Claimant (“ Yello”) under CPR 3.4, alternatively summary judgment on the entirety of the claim, on the basis that the Claim Form and Particulars of Claim do not disclose any reasonable grounds for bringing the claim and are an abuse of process and/or that Yello has no real prospect of obtaining the relief sought (‘ Limb 1’); or

(2) alternatively, summary judgment in respect of the claim on the ground that Yello has no real prospect of such success (‘ Limb 2’). Onecom recognises that there is one aspect of the case (relating to Variation 4 identified below) which is not suitable for summary determination under CPR 24 because it would require further investigation of certain factual matters. However, Onecom's position is that the particular claim should be struck out (in exercise of the Jameel jurisdiction explained below) or, alternatively, that a conditional order should be made pursuant to which summary judgment will be entered in the absence of proper particularisation by Yello.

In addition to raising questions as to when it may not be appropriate to seek declaratory relief in a claim without seeking any other relief (i.e. to ask the court to do that which CPR 40.20 makes clear may in an appropriate case be done 1), Limb 1 calls for consideration of the rule in Henderson v Henderson (1843) 3 Hare 100 and related legal principles (reflected either in substantive law or procedural rules) based upon the core public policy of supporting the good administration of justice by promoting the finality of litigation. Those principles have in the main been established by decisions about whether a litigant should be permitted to bring a subsequent claim on the basis that he considers an earlier one not to have finally disposed of the underlying dispute between him and his opponent. Rather unusually, in this case it is Yello's initial claim (properly described as such when Yello expressly contemplates bringing a later claim should this one be successful) which falls to be tested against those public policy considerations.

It is on that basis that Limb 1 also extends beyond the need to consider any Henderson v Henderson type of abuse of process and also embraces what parties have described as the “ Aldi principle” (see Aldi Stores v WSP Group Plc [2007] EWCA Civ 1260; [2008] 1 WLR 748 for the need for a litigant to identify at an early stage all of its possible claims) and the “ Jameel jurisdiction” (see Jameel v Dow Jones [2005] EWCA Civ 75,

Limb 2 requires analysis of the merits of Yello's claims to declaratory relief. Mr Adam Sher KC, for Onecom, invited me to reach a decision on Limb 2 even if I acceded to his client's case on Limb 1. On Limb 2, the Jameel jurisdiction is invoked by Onecom even if part of Yello's claim survives a critical analysis of its merits.

BACKGROUND

These proceedings involve claims for declaratory relief, only, as to the meaning and effect of Master Services Agreement dated 10 February 2022 between 9 Group (Partners) Limited (as Onecom was then known) and Yello (“ the Yello MSA”). The Yello MSA was terminated by Onecom by a notice dated 25 February 2025.

Onecom is one of the UK's leading providers of telecommunications and cloud-based services. Its business includes acquiring and then selling telecommunication services to resellers (“ Reseller Partners”) who in turn sell telecommunications services direct to their end customers (“ End Users”). Until the termination of the Yello MSA, Yello was one of Onecom's many Reseller Partners.

At the time the parties entered into the Yello MSA, Onecom was known as 9 Group (Partners) Ltd. The evidence in support of the application summarises the arrangements by which Onecom became part of the Onecom Group in February 2021. It explains that Mr James Palmer is the former owner of a business operated through a company then known as 9 Group Limited (since renamed three times so that the company is now known as KM Telecom Limited) and of which Onecom (then named 9 Group (Partners) Limited) was a part.

One element of the business of 9 Group Limited which was not acquired by the Onecom Group through the acquisition of Onecom was a communications platform and a collection of associated products known as “eve” (“ the eve Services”). After the acquisition, the eve Services were not provided directly by 9 Group Limited, as had been the case before, but instead by another company of Mr Palmer's called Eve Connect Limited. That company then supplied it to the company formerly named 9 Group Limited (then known by the second of the three names mentioned above) and then onwards to Onecom. Onecom's evidence is that, in May 2023, Mr Palmer transferred ownership of the company now named KM Telecom Limited to a Mr Kevin Mitchell, who is said to be Mr Palmer's chauffeur.

Mr Palmer is now engaged in a number of pieces of litigation with Onecom, and its wider group, and Onecom invites me to infer that he is funding Yello's claim (and would have been behind the claim contemplated by Bespoke Connected Ltd mentioned below) in circumstances where Yello's latest abbreviated accounts for the year ended 30 June 2025 show significant current liabilities and a deficit of shareholders' funds of £15,799 (the equivalent figure as at 30 June 2024 was -£54,120 and as at 30 June 2023 it was -£26,317).

In its Defence and also in the witness statement of Mr Oliver Glynn-Jones (a partner in Onecom's solicitors, Goodwin Procter) in support of the application, Onecom made it clear that, in the absence of a clear refutation by Yello, it would invite the court to infer that Mr Palmer is funding this claim by Yello and has a role in bringing and directing the litigation.

The sole director of Yello is Mr Lee Waller. In his evidence on the application, Mr Waller accepts that the litigation is being funded by a third party but he is coy about that party's identity, referring to him as “ the Funder”. He says the funder was “ known to him” and it is clear that the funder was involved prior to the instruction of Clyde & Co on behalf of Yello. Mr Waller denies that Mr Palmer controls the litigation. Both Mr Waller and Ms Rebecca Armstrong of Clyde & Co (in her witness statement on the application) say that Clyde & Co do not take instructions from Mr Palmer. Mr Sher KC pointed out that this evidence does not go so far as to deny the role in the litigation suggested by Mr Glynn-Jones.

As Mr Sher KC submitted, if Mr Palmer really had nothing to do with the instigation, pursuit or the funding of the proceedings in the way flagged by Onecom, it would have been easy for Yello to say so. Yello has not done so, and I do therefore conclude that Mr Palmer is both funding Yello's claim and (allowing for the fact that only Mr Waller, as the sole director of Yello and therefore the company's directing mind and will, is competent to give instructions to the company's solicitors) is playing some part in the pursuit of it.

As the description ‘Master Services Agreement’ suggests, the Yello MSA contained terms that were common to Onecom's supply of telecommunication services to other Reseller Partners.

Indeed, some 6 weeks before Clyde & Co wrote on behalf of Yello on 18 July 2025, requesting copies of the Yello MSA and the notices of variation addressed below, the firm sent what was described as a letter before action on behalf of another Reseller Partner, Bespoke Connected Ltd (“ Bespoke”). The eighteen-page letter dated 6 June 2025 proposed that an independent accountant be appointed to evaluate various aspects of Onecom's pricing. It also threatened that the potential litigation would have “ wider implications” for Onecom and those described as “ the individuals involved”, saying this was a matter of public interest and that referrals to the Competition and Markets Authority were under consideration. However, within a week of that letter being sent, Bespoke was compulsorily wound up on the petition of HMRC, before then going into administration. In her witness statement, Ms Armstrong says that Yello's own letter before action adopted those complaints which had been articulated on behalf of Bespoke.

Bespoke's claims were assigned to Yello on 18 July 2025, the date on which Clyde & Co began corresponding on behalf of Yello.

Under the Yello MSA, Onecom supplied a number of different telecoms and cloud-based services (“ Services”) to Yello such as fixed-line telephony, mobile telephony, “unified” communications (Voice Over Internet Protocol — ‘VOIP’ — or internet telephony) and connectivity services (broadband and...