Background
Culina Group Limited and related entities brought claims against Thomas Van Mourik and 20 other defendants involving allegations of breaches of fiduciary duty and accountability for loss in connection with shareholdings and business interests. Justice Andrew Baker heard a Case Management Conference to rule on proposed amendments to the Particulars of Claim, following which substantial procedural directions were necessary.
The claimants sought permission to amend their pleadings in multiple respects, including adding allegations that certain defendants owed fiduciary duties as service companies, and claims that defendants must account for the increased value of shareholdings themselves (not merely the value of distributions). Defendants opposed certain amendments on arguability grounds.
The Court’s Holding
Justice Baker allowed most of the proposed amendments, but rejected the plea that a service company owes fiduciary duties by virtue of providing a professional to perform a fiduciary role. The court held that “the provision of a professional to perform a role…causes the service company to owe fiduciary duties” is not an arguable foundation for such liability on the company itself.
The court allowed amendments concerning liability to account for increased shareholding value, finding this involves “unsettled law” that cannot be resolved summarily. The court noted there is arguable support in *Gwembe Valley* [2003] EWCA Civ 1048 and that the correct answer will depend on full factual analysis at trial. The marginal burden on trial of including such allegations is minimal in most instances.
On case management, the court directed: extended disclosure by 30 April 2027; witness statements by 23 July 2027; and set trial for 28 February 2028, with expert evidence to be confined to the autumn term 2027 and early 2028 reserved for trial preparation.
Key Takeaways
- A service company does not owe fiduciary duties merely by engaging a professional to perform a fiduciary role, even if the role itself carries fiduciary obligations.
- Claims involving unsettled areas of law—here, whether defendants must account for increased shareholding value—cannot be struck out on summary application and must proceed to trial.
- The court will allow pleading amendments that add minimal marginal burden to trial preparation where the underlying law remains unsettled and proper factual development at trial is essential.
- Complex multi-party commercial disputes can be case-managed with realistic trial windows: this case moved from CMC to trial date of 28 February 2028.
Why It Matters
This ruling clarifies the limits of fiduciary liability for service companies under English law. Parties engaging service companies to perform professional roles cannot automatically impose fiduciary obligations on the company itself; liability must be grounded in contract, statute, or traditional fiduciary principles applied to the company as principal. The decision protects service company structures from over-extension of fiduciary doctrine.
The court’s embrace of “unsettled law” as grounds for permitting trial of novel accountability claims signals that commercial courts will not prematurely foreclose evolving areas of shareholder protection and equitable accountability. Practitioners addressing claims to account for enhanced value (rather than mere lost profit) now have authority that such claims can proceed past pleading stage when factual development is necessary.