Baljit Singh & Ors v Mani Singh & Anor

Introduction

1. This is my judgment following the trial of two separate claims, but which were directed to be heard together and which arise following the breakdown in family relations and in the context of various business interests.

2. Messrs Baljit Singh (“ C1 ”), Inderjit Singh (“ C2 ”) and Ranjit Singh (“ C3 ”)(together “the Claimants ”) are the brothers of Mr Mani Singh (“ D1 ”), who is a defendant in both claims. D1 is married to Mrs Narinder Kaur (“ D2 ”), who is the second defendant in the first claim (together “ the Defendants ”).

3. In summary: a. The first claim is a Part 7 claim issued on 6 September 2024 for specific performance of share buyback agreements (in identical terms where relevant), which essentially requires the court to interpret the disputed meaning in two respects of provisions dealing with the division between the parties of 7 commercial premises (“ Sites B – H ”), which are currently held by Pargat Property Limited (“ PPL ”). PPL is a company owned by the parties in unequal shares; and b. The second claim is a Part 8 claim issued on 15 November 2024 for an order for sale of the main commercial premises from which the family business operates (“ Site A ”) and which is currently owned by the Claimants and D1 as beneficial tenants in common in equal shares. It is not seriously disputed that the Claimants (as the continuing owners of the family business) ought to be entitled to purchase Site A. The essential issue is whether the court ought to direct that Site A be sold to the Claimants in accordance with the valuation of the single joint expert, or placed for sale on the open market with vacant possession and the Claimants having the option to match any third party offer. Agreed or not seriously disputed background

4. The parties together successfully developed a business manufacturing cookware and bakeware products.

5. In 1987, Pargat & Co Limited (“ PCo ”) was incorporated and through which the business then operated.

6. In 1988, Site A (being Pargat House, Birmingham Road, West Bromwich, B71 4JZ and registered at HM Land Registry under Title Number WM435190) was purchased and jointly registered in the names of the Claimants and D1.

7. Between 2003 and 2014, PCo purchased Sites B to H, but not including Site C, which was acquired in the name of C3.

8. In 2017, Pargat Holdings Limited (“ PHL ”) was incorporated to hold the shares in PCo. The parties were shareholders of PHL.

9. Also in 2017, PPL was incorporated to receive a transfer of Sites B to H, but not including Site C, although it is accepted that C3 holds Site C on bare trust for PPL.

10. Relations between the Claimants and the Defendants began to break down in around 2014 and had, by 2022, completely broken down such that they could no longer continue working together. At that time the parties shareholdings in PPL were: a. C1: 22.27271% b. C2: 22.72729% c. C3: 22.27271% d. D1: 22.72729% e. D2: 10.00%

11. On 31 May 2023, D1 and D2 on the one part, and the Claimants and PHL on the other, entered into Off-Market Share Buyback Agreements (“ the SBA ”) whereby it was agreed that: a. PHL would purchase (i) D1’s shares for the sum of £3,958,478.46, and (ii) D2’s shares for £1,741,521.54. b. The parties would use all reasonable endeavours to negotiate and agree the terms of a demerger of PPL in accordance with the terms set out in clause 16 of the SBA.

12. The dispute between the parties on the first claim is the meaning of clause 16 of the SBA so far as it relates to (i) the division of the Sites and whether the Defendants are only entitled to receive Sites F and G, and (ii) the form of the demerger.

13. Clause 16 of the SBA provides as follows: “[16.] PPL 16.1 The Parties shall, following the Completion Date, use all reasonable endeavours to negotiate and agree the terms of a demerger of PPL pursuant to which the properties held by PPL will be transferred to [D1 and D2] on the one hand, and the [Claimants] on the other (or in each case a corporate vehicle incorporated by them) as far as possible so that the relevant parties or their corporate vehicle receive properties whose aggregate market value, as a percentage of the market value of the entire property portfolio, is equal to the aggregate percental shareholding held by those parties in PPL immediately prior to completion of the demerger provided that: 16.1.1 the properties to be transferred to the [Defendants] shall include Site F and Site G; 16.1.2 to the extent that the proportions described in this clause 16 cannot be achieved, any party who does not receive their full proportion of the aggregate value of the property portfolio receives the balance in cash; 16.1.3 any such demerger is implemented in a manner that minimises the tax burden as far as possible for each party; and 16.1.4 in the event of any discrepancy between the valuations of the properties conducted by Harris Lamb and Bulleys, Ranjit Singh of Boparan Private Office (acting reasonably and impartially) shall determine the market value of each property for the purpose of the demerger. 16.2 Without prejudice to the generality of clause 16.1, the parties shall: - 16.2.1 procure that, within 7 days of the Completion Date, PPL instructs Cooper Parry Advisory Limited and George Green LLP to provide tax and legal advice respectively required to implement the demerger referred to in clause 16.1 in materially the form summarised in clause 16.1 and Schedule 4”; 16.2.2 provide all reasonable information and assistance required by such advisors; and 16.2.3 procure that the demerger is implemented in all material respects in accordance with such advice. …….. Schedule 4 PPL Demerger

14. Pursuant to Clause 16.1.4 of the SBA, Mr Ranjit Singh by email dated 2 October 2023 determined the value of Sites B to H (“ the Boparan Valuation ”) as follows: a. Site B – being land on the west side of Colliery Road, West Bromwich, and registered at HM Land Registry under title number SF33423 - £925,005. b. Site C – being land on the east side of Colliery Road, West Bromwich, and registered at HM Land Registry under title number WM589343 - £325,00. c. Site D – being land on the east side of Darmouth Road, Smethwick, Warley, and registered at HM Land Registry under title number WM713720 - £9,287,500. d. Site E – being further land on the east side of Darmouth Road, Smethwick, Warley, and registered at HM Land Registry under title number WM440813 - £1,850,000. e. Site F – being land on the south side of Kelvin Way, West Bromwich, and registered at HM Land Registry under title number WM720734 - £3,487,500. f. Site G – being land and buildings on the south side of Kelvin Way, West Bromwich, and registered at HM Land Registry under title number SF70114 - £1,525,00. g. Site H – being premises at Via Bruno Bertone 41/B, 28881 Casale Corte Cerro (VB), Italy, which are occupied by Avieffe S.R.L - £300,000. Avieffe is a company incorporated in Italy that produces a manufacturing die/press tools and ancillary products which are used by PCo in the manufacture of its cookware products. It was incorporated by the parties (although they are not the sole owners), but there is a dispute as to the (beneficial) ownership of the shares, a dispute which does not need to be decided to determine the issues in the present claims. TOTAL VALUE = £17,700,005

15. The parties are agreed that, pursuant to the SBA, the Defendants are entitled to: a. 32.7% of £17,700,005 = £5,792,732. b. In settlement of that sum – i. the transfer of Sites F and G with a combined value of £5,012,500; and ii. a balance due of £780,232.

16. So far as the Part 7 claim: a. The parties are in disagreement on whether under the SBA the Defendants should receive the balance of £780,232 solely in cash (as the Claimants claim), or an additional property (Site C worth £325,00) plus cash (as the Defendants claim). b. The other disagreement between the parties on the demerger is the form that it should take. The Claimants claim that under the SBA Cooper Parry should be instructed to advise on how the demerger is to be implemented in a manner that minimises the tax burden so far as possible for the parties. The Defendants claim that under the SBA the method of the demerger has already been agreed and is to be by way of the most tax efficient share capital reduction.

17. So far as the Part 8 claim: a. On 17 February 2025, DJ Mody granted permission for the parties to rely upon the written report (and replies to any questions) of a single jointly instructed valuation expert as to the present value of Site A. It was directed that the report be served by 25 April 2025, with questions no later than 14 days after service of the report, and answers within 14 days of service of any such questions. b. Kathryn Evans of Bulleys Chartered Surveyors (“ the SJE ”) was jointly instructed by the parties. The SJE’s report is dated 22 May 2025. It valued Site A in the sum of £7.3 million on the ‘Special assumption’ of vacant possession.

18. I determined as a preliminary issue that I did not need to hear live witness evidence from the parties in order to resolve the matters before me. I read and heard arguments from counsel on behalf of the parties. Applicable legal framework – interpreting contracts

19. Over recent years, there have been a number of higher authorities dealing with the principles to be applied on the interpretation of commercial agreements, such as the SBA. These include Investors Compensation Scheme Ltd v West Bromwich Building Society (No.1) [1998] 1 W.L.R. 896, Chartbrook Ltd v Persimmon Homes Ltd [2009] UKHL 38 , Re: Sigma Finance Corporation [2009] UKSC 2 , Rainy Sky SA v Kookmin Bank [2011] UKSC 50 , Arnold v Britton [2013] EWCA Civ 902 and Wood v Capita Insurance Services Ltd [2017] UKSC 24 .

20. The principles outlined in those authorities were helpfully summarised by Popplewell J, as he then was, in Lukoil Asia Pacific PTE Limited -v- Ocean Tankers (PTE) Limited [2018] EWHC 163 (Comm) , as follows: “[8.] …..The Court’s task is to ascertain the objective meaning of the language which the parties have chosen in which to express their agreement. The Court must consider the language used and ascertain what a reasonable person, that is a person who has all the background knowledge which would reasonably have been available to the parties in the situation in which they were at the time of the contract, would have understood the parties to have meant. The Court must consider the contract as a whole and depending on the nature, formality and quality of drafting of the contract, give more or less weight to elements of a wider context in reaching its views as to the objective meaning of the language used. Interpretation is a unitary exercise and striking a balance between the implications given by the language and the implications of the competing constructions, the Court must consider the quality of drafting of the clause and it must also be alive to the possibility that one side may have agreed to something, which with hindsight did not serve his interest. Similarly, the Court must not lose sight of the possibility that a provision may a negotiated compromise, or that the negotiators were not able to agree more precise terms. This unitary exercise involves an iterative process, by which each suggested interpretation is checked against the provisions of the contract and its commercial consequences are investigated. It does not matter whether the more detailed analysis commences with the factual background and the implications of rival constructions, or a close examination of the relevant language in the contract, so long as the Court balances the implications given by each.” Issue 1 – Are the Defendants entitled to additional land under the SBA? Declarations sought

21. The Claimants seek a declaration that; “.. on the true construction of clause 16, in consideration for the transfer of their shareholdings in [PPL], the Defendants, alternatively a corporate vehicle of their choice, are entitled to receive Sites F and G and a balancing sum in cash, the combined value of which will be equal to the valuation of their aggregate shareholding”.

22. The Defendants seek a declaration that “… on the true construction of clause 16.1 of the [SBA], the Defendants are entitled to receive Sites F and G, together with an additional site or sites and a balancing cash payment as required, the combined value of which is equal to the valuation of their aggregate shareholding”. Parties respective arguments

23. In summary, it was argued on behalf of the Claimants that: a. The underlying purpose of the SBA was to achieve a complete demerger of the Defendants’ interests in PHL and PPL so as to achieve a complete clean break between the Claimants and the Defendants. b. A clean break cannot be achieved if the Defendants retain an interest in properties from which PCo either operates its business or relies on for the operation of its business (including for rights of access, storage and parking). All the other Sites (other than F & G) are used by PCo in one way or another. The words in Clause 16.1.1 that “the properties to be transferred…shall include” mean that the Defendants shall receive no less than Sites F and G and in contemplation of the possibility that, in the event that the Defendants were owed less than the subsequent valuations of Sites F and G, the Defendants would then be required to make a balancing payment as expressly contemplated under Clause 16.1.2. c. There is a further issue, which suggests that it was not intended that Defendants would have additional Sites. At the time of the SBA, if such a course was intended, then a third (or fourth) Site would have been agreed, or at the very least a mechanism at how such additional Site(s) might be chosen. There is nothing at all, not even as to whose decision it is. d. If the Defendants have ownership of additional Sites, then they will still have at the very least interactions with the Claimants/PCo. Further, if the Defendants then chose to sell the Sites, the Claimants/PCo would have lost total control of these important business assets and would have to deal with (unknown) third parties. The Claimants’ construction is therefore also consistent with business common sense.

24. In summary, it was argued on behalf of the Defendants that: a. The start and end point (absent a successful claim for rectification, which has not been made) is that the words “the properties to be transferred…shall include” can import no other sensible meaning other than that the Defendants are entitled to Site F and G plus another or other Site(s). b. If the Parties had intended that only Site F and G were to be transferred, clause 16.1.1 would have said “the properties to be transferred are Site F and Site G’”. It is not credible to argue that “shall include” is a synonym for “are”. c. Therefore, the Defendants contend that the Court need look no further than the words of the clause 16.1.1 itself. d. Relief favouring the Defendants’ construction is expressly pleaded by the Defendants at paragraph 40 of the Counterclaim but not actively countered in the Reply. It was only at trial for the first time that the Claimants sought to argue a meaning that the Defendants shall receive no less than Sites F and G. Analysis and conclusion

25. Clause 16.1.1 expressly provides (with my emphasis added) that, in order to give effect to the demerger under clause 16.1, the “properties to be transferred to the [Defendants] shall include Site F and G”. In my judgment, from a textual analysis, the ordinary meaning of the language in clause 16.1.1 is clear and unambiguous in that the properties to be transferred to the Defendants to give effect to the demerger must comprise, but are not limited to, Sites F and G.

26. Further, the Claimants proposed interpretation would: a. not only be contrary to the ordinary meaning of the words used in Clause 16.1.1; but b. also mean that the parties had already effectively agreed that the demerger was to be achieved by (i) the Defendants receiving Sites F and G, and (ii) the Claimants receiving the remaining Sites. Such a meaning would be wholly inconsistent with and render utterly academic the operative provisions under clause 16.1, which required the parties to “use all reasonable endeavours to negotiate and agree….. which properties held by PPL will be transferred to [D1 and D2] on the one hand, and the [Claimants] on the other..”.

27. The SBA are detailed and professionally drafted contracts each running to 35 pages. The parties to the SBA were commercially sophisticated and legally represented. Therefore, I attach significant weight to the language that the parties chose to express their agreement.

28. In ABC Electrification Limited v Network Rail Infrastructure Limited [2020] EWCA Civ 1645 , Carr LJ (as she then was) said this in relation to the exercise of contextual analysis and the reliance upon commercial common sense: [18] …….. ……. ii) The reliance placed in some cases on commercial common sense and surrounding circumstances should not be invoked to undervalue the importance of the language of the provision which is to be construed. The exercise of interpreting a provision involves identifying what the parties meant through the eyes of a reasonable reader, and, save perhaps in a very unusual case, that meaning is most obviously to be gleaned from the language of the provision. Unlike commercial common sense and the surrounding circumstances, the parties have control over the language they use in a contract. And, again save perhaps in a very unusual case, the parties must have been specifically focussing on the issue covered by the provision when agreeing the wording of that provision; iii) When it comes to considering the centrally relevant words to be interpreted, the clearer the natural meaning, the more difficult it is to justify departing from it. The less clear they are, or, to put it another way, the worse their drafting, the more ready the court can properly be to depart from their natural meaning. However, that does not justify the court embarking on an exercise of searching for, let alone constructing, drafting infelicities in order to facilitate a departure from the natural meaning; iv) Commercial common sense is not to be invoked retrospectively. The mere fact that a contractual arrangement, if interpreted according to its natural language, has worked out badly, or even disastrously, for one of the parties is not a reason for departing from the natural language. Commercial common sense is only relevant to the extent of how matters would or could have been perceived by the parties, or by reasonable people in the position of the parties, as at the date that the contract was made; v) While commercial common sense is a very important factor to take into account when interpreting a contract, a court should be very slow to reject the natural meaning of a provision as correct simply because it appears to be a very imprudent term for one of the parties to have agreed, even ignoring the benefit of wisdom of hindsight. The purpose of interpretation is to identify what the parties have agreed, not what the court thinks that they should have agreed. Accordingly, when interpreting a contract a judge should avoid re-writing it in an attempt to assist an unwise party or to penalise an astute party; ….”

29. It is not disputed that: a. PCo is in occupation of Sites B and D; but b. Sites C, E, F, G and H are occupied by third parties.

30. There is a dispute over the extent to which, if at all, PCo is reliant upon Sites C, E, and G for the operation of its business including: a. the supply of pallets from the third party business operating from Site C; and b. rights of access over and parking of HGV lorries on Site E.

31. However, even if ownership of additional sites by the Defendants were to expose the Claimants/PCo to having the alleged interactions/dealings with the Defendants/unknown third parties, the relatively limited extent of those interactions/dealings would not in my judgment justify departing from the clear and natural meaning of Clause 16.1.1. It is not the function of this court when interpreting the SBA to reject the clear and natural meaning of the provisions simply because the Claimants may have agreed to something, which with hindsight does not serve their interests.

32. In conclusion, I do not consider that there is anything arising out of the wording of Clause 16 (which is self-contained and deals with the demerger of PPL whereas the remainder of the DBA deals with the buyback of shares in PHL), the overall context and commercial background, that militates towards a different construction than that of the natural and ordinary meaning of the words “shall include” as identified above. Issue 2 – Form of the demerger and the role of Cooper Parry

33. In summary, it is argued on behalf of the Claimants that: a. This is set out at clause 16.1, as clause 16.2 and Schedule 4 are provisions without prejudice to those at clause 16.1. As to the form the demerger should take, then clause 16.1 provides - i. there should be a demerger of PPL; ii. pursuant to which the properties held by PPL will be transferred to the Defendants on the one hand and the Claimants on the other hand (or in each case a corporate vehicle incorporated by them); and iii. the demerger is implemented in a manner that minimises the tax burden as far as possible for each party. b. Clause 16.2 provides that the parties should - i. instruct Cooper Parry Advisory Limited (who are PPL’s accountants) to provide the tax advice required to implement the demerger; and ii. procure that the demerger is implemented in all material respects in accordance with the advice obtained from Cooper Parry. c. It is the Claimants’ position that Cooper Parry (as required by clause 16.1) should be instructed to advise on how the demerger is implemented in a manner that minimises the tax burden as far as possible for each party. d. The Defendants appear to place strong reliance on Schedule 4. However, in the context of the primacy of the language of clause 16.1, the provisions in Schedule 4 are simply to ensure that Cooper Parry, as part of their wider consideration of the tax efficient methods, consider a share capital reduction Had the parties reached a binding agreement, irrespective of the taxation advice received, that the demerger was to be by way of a share capital reduction, then that agreement would have been found in the language of clause 16.1.

34. In summary, it is argued on behalf of the Defendants that: a. as with Issue 1, the words of Schedule 4 of the SBA speak for themselves. It expressly provides for a capital demerger only; and b. the only reasonable construction is that the parties were to use all reasonable endeavours to negotiate and agree a demerger of PPL by way of a share capital reduction in the most tax efficient manner.

35. In my judgment, and in this particular regard, the drafting of Clause 16 of the SBA is poor. It is confusing and internally inconsistent in that: a. Clause 16.1 provides (with my emphasis added) that “The parties shall….use all reasonable endeavours to negotiate and agree the terms of a demerger of PPL”. b. Clause 16.1.3 provides (with my emphasis added) that “ any such demerger is implemented in a manner that minimises the tax burden as far as possible for each party”. c. Clause 16.2 provides (with my emphasis added) that “PPL instructs Cooper Parry…. to provide the tax…advice… required to implement the demerger referred to in clause 16.1 in materially the form summarised in clause 16.1 and Schedule 4 ”. d. Schedule 4 repeatedly refers the to demerger of PPL solely by way of share capital reduction. e. Therefore whilst it appears from the wording of Schedule 4 that the parties had agreed the specific form of the demerger, clauses 16.1 and 16.1.3 nevertheless refer to an unspecified form of demerger, which reads as if the form was still to be agreed.

36. Turning then to consider the extent to which, if at all, there are any indications arising from the wider context. The overall purpose of clause 16 is to facilitate the demerger of PPL in a manner that, with the assistance of Cooper Parry, minimises the tax burden as far as possible for the parties. It does not appear that the parties took any tax advice before agreeing to the demerger. The Defendants’ proposed construction therefore makes no commercial sense since, if correct, it would result in a potential absurdity whereby the parties were required to proceed by way of a share capital reduction even when, once instructed, Cooper Parry considered that there was an alternative and more tax efficient method of demerger (such as a liquidation demerger of PPL).

37. Therefore, I prefer the Claimants’ proposed construction on issue 2. Issue 3 – Sale of Site A on what terms

38. It is not in dispute that: a. Under s.14 of the Trusts of Land and Appointment of Trustees Act 1996 (“ TOLATA ”) the court has a wide discretion to make such order as it thinks fit. b. Under s.15 of TOLATA the matters to which the court must have regard in exercising its discretion include – i. the intentions of the person or persons (if any) who created the trust; ii. the purposes for which the property subject to the trust is held; iii. the welfare of any minor who occupies or might reasonably be expected to occupy any land subject to the trust as his home; iv. the interests of any secured creditor of any beneficiary. c. One of the orders a court can make is an order for sale of trust property. Whilst the court cannot order that a beneficiary sells their interest to another beneficiary, the court can nevertheless order the sale of the whole of Site A to the Claimants whilst also directing that only D1 is paid for his share.

39. In summary, it is argued on behalf of the Claimants that: a. Site A is central to PCo’s business and is its main operating facility. It is common ground that, by at least 2009, PCo was occupying nearly 88% of Site A and that prior to that PCo (and/or the earlier partnership) had occupied parts of Site A since at least the mid-1990s (i.e. now at least 30 years). b. The Claimants no longer want to have any continuing business relationship with D1 and therefore wish to separate their interest in Site A from D1 by it being sold to them, PCo or PPL (once the other claim is resolved and D1 has no interest in PPL). c. D1’s Open Offer of 23rd July 2025 was that D1 was to sell his interest in Site A for £1.825 million of the agreed SJE valuation of £7.3 million. d. The three matters relevant under s.15 of TOLATA are – i. The intentions of the persons who created the trust. It was created by the Claimants and D1 (i.e. the Trustees). It is common ground that Site A was purchased to be occupied by others. However, this factor is now of little weight given the time that has passed since its acquisition and the significant changes in circumstances; ii. The purpose for which the property subject to the trust is held. There is no dispute that for at least the last 30 years it has been used (and as to at least 88% for the last 15 years) as the premises from which PCo has operated. It is required by PCo, and it would incur significant costs and business disruption in moving; and iii. The wishes of the beneficiaries. The Claimants have a 75% beneficial interest, so wish for Site A to be sold, either to themselves or to PCo. D1’s appears to be content for the Claimants to purchase his interest (by reason of the Open Offer). e. D1’s amended Case Summary suggested for the first time that it is D1’s position that Site A be sold on the open market. Two central issues arise - i. The status of PCo’s occupation needs to be considered. Their position is irrelevant on the relief sought by Claimants, as they are agreeable to purchase Site A on a deemed assumption that it is sold with vacant possession. However, their status will be central to a sale on the open market basis (including their reasonable time to vacate if such is ultimately required of them). It follows that if the court wants to make such an order, then the next stage is to join in PCo so their position can be established. This is unsatisfactory as it will further delay matters; and ii. This does not appear to be based on concerns about the agreed valuation (it appears to be vindictive). f. However, if Site A is to be subjected to the market, then the Claimants would want a right of pre-emption.

40. In summary, it is argued on behalf of D1 that: a. He does not challenge that the relationship with his brothers has broken down, albeit he denies being the cause. His preference is for Site A to be retained because, on his case, it was always intended as an investment from which each of them would enjoy the capital and income ownership. b. However, he (very) reluctantly accepts that Site A can no longer be held by all four brothers and that it needs to be sold. Given that D1 accepts that the brothers must part way in terms of ownership, findings as to the “purpose” of the trust of land, and the brothers’ “intention” likely takes on less meaning than it otherwise would. c. In considering what order to make under s.14 of TOLATA, the court has to take into account the factors under s.15, but may also take into account other factors including D1’s views as beneficiary in the minority. d. It is accepted that the court is not bound to test the market and/or bound to ensure that the best price is achieved for the sale of Site A, but it can decide to do so where there is a risk that the court-assessed value would not necessarily be the same as the price in an open market sale. e. In terms of the prejudice arising in respect of the parties’ competing proposals, the greater prejudice lies with D1. A real concern is the unique character of Site A, and the business opportunity it presents to third parties such that a sale on the open market will serve the brothers’ interests better as a whole. It must be common ground that, as the property was purchased as an investment, then any trustees properly so acting in the interests of the beneficiaries would sell it in a way to achieve the greatest return on that investment. The court will note in particular - i. The Boparan Valuation of Site A was £6.755 million, which shows an increase in the SJE valuation of £525,000 over a 19 month period (£131,250 to each of the brothers’ shares) and the fluidity of the market; ii. The SJE’s valuation, albeit May 2025, is still a couple of months out of date and will be further out-dated by the time of any sale; iii. The SJE’s valuation records the level of “demand” for land such as Site A. f. Markedly less prejudice presents to the Claimants on D1’s proposal than to him on theirs because - i. a direction that Site A be placed on the open market for offers in excess of £7.3 million does not preclude the Claimants from bidding. They are not being excluded and provision can be made for them not to have to source the funds equivalent to their ¾ beneficial interest if they were to purchase together. D1 has confirmed that he will not be bidding; ii. if offers are received from third parties in excess of £7.3 million then it is open to the Claimants to match any such offer; iii. if no offers are made in excess of £7.3 million by three months then the Claimants can purchase at the SJE’s valuation; iv. insofar as any argument may be made that harm lies to PCo due to its occupation if Site A was sold to a third party, the Court should give no weight to this factor because:- • the basis of the SJE’s valuation was vacant possession to which no objection has been taken, • PCo is not a party to proceedings and therefore claims no relief as to its rights of occupation; and g. D1 invites the court to direct that Site A is sold as a whole on the open market for offers in excess of £7.3 million with the Claimants being given the opportunity to bid and, if not sold by three months, it can be sold to the Claimants in any event for £7.3 million.

41. On balance, and for the following primary reasons, I direct that Site A be sold to the Claimants (or at their election PCo) for £7.3 million and without first testing the market.

42. In TUI UK Ltd (Respondent) v Griffiths (Appellant) [2023] UKSC 48 , the Supreme Court held that the trial judge had been wrong (i) to allow the defendant to challenge the report of the claimant’s expert, and (ii) to accept those submissions. By doing so the trial judge had denied the claimant a fair trial. Lord Hodge said this: “[70.] ……. (i) The general rule in civil cases, as stated in Phipson, 20th ed, para 12-12, is that a party is required to challenge by cross-examination the evidence of any witness of the opposing party on a material point which he or she wishes to submit to the court should not be accepted. That rule extends to both witnesses as to fact and expert witnesses. …….. (vii) The rule should not be applied rigidly. It is not an inflexible rule and there is bound to be some relaxation of the rule, as the current edition of Phipson recognises in para 12.12 in sub-paragraphs which follow those which I have quoted in para 42 above. Its application depends upon the circumstances of the case as the criterion is the overall fairness of the trial….. ……… [71.] In assessing the fairness of the trial in this case it is important to have regard to the approach which TUI’s legal team adopted in response to the claim. TUI in its defence put Mr Griffiths to proof of his claim. TUI chose not to lodge the report of an expert microbiologist, which it obtained. That report might have put forward a case on causation which differed from that of Professor Pennington. TUI failed to lodge the report of their expert gastroenterologist in a timely manner and called no witnesses as to fact. The CPR Pt 35.6 questions, which I have set out in para 14 above, were not clearly focused on the matters which were the objects of criticism in counsel’s submissions and did not put Professor Pennington on notice of those criticisms. TUI chose not to request that Professor Pennington be made available for cross-examination. TUI’s challenge to his evidence was not intimated to Mr Griffiths’ legal team until the submission of its skeleton arguments on the eve of the trial, by which time it would have been too late for them to seek to have him attend to give evidence. ……. [75.] ……. In the absence of a proper challenge on cross-examination it was not fair for TUI to advance the detailed criticisms of Professor Pennington’s report in its submissions or for the trial judge to accept those submissions.”

43. I consider that, in the absence of a proper challenge by way of cross-examination, it would not be fair to allow D1 effectively to mount an indirect challenge to the SJE’s valuation by way of market testing particularly when having regard to the approach taken by D1 in response to the claim – a. Despite D1’s claimed real concern over the unique character of Site A, he failed to put any questions to the SJE pursuant to the order of DJ Mody. b. Indeed, through his solicitors letter dated 23 July 2025, D1 expressly agreed the SJE valuation shortly after it had been served and in the absence of raising any questions. That agreement was perhaps unsurprising bearing in mind that the SJE’s valuation was substantially in excess of the Boparan Valuation previously agreed by D1. c. If D1 had reasonable concerns over the safety of the SJE’s valuation then D1 ought to have sought the permission of the court to call the SJE to give oral evidence so that the SJE fairly had the opportunity to address those concerns.

44. Further, I consider that there are serious practical difficulties in undertaking the open market exercise proposed by D1, since it is difficult to see how an agent could properly market Site A for sale with vacant possession when PCo is in long term occupation of Site A and its rights of continued occupation remain uncertain. In order to secure vacant possession, the trustees would have to be directed to bring a possession claim against PCo, which would inevitably result in further protracted litigation. In the alternative, any attempt to formalise PCo’s occupation would also likely result in significant further delay. In any event, any such formalisation of occupation would not benefit D1, since as acknowledged in his solicitors’ email dated 7 November 2024 any “lease formalising [PCo’s] occupation …..may potentially have a detrimental impact on [Site A’s] value”. Indeed, for that very reason, D1 has been unwilling to agree entering into a lease with Mann & Co Solicitors for office space at Site A. Overall conclusion

45. I declare that on the true construction of Clause 16.1 of the SBA, the Defendants are entitled to receive Sites F and G, together with an additional site or sites and a balancing cash payment as required, the combined value of which is equal to the valuation of their aggregate shareholding.

46. I declare that on the true construction of Clause 16 and Schedule 4, the parties shall procure that PPL instructs Cooper Parry to provide tax advice upon the form of a demerger (to include, but not exclusively, consideration of a share capital reduction) that will minimise the tax burden as far as possible for each party.

47. There be a sale of the whole of Site A to the Claimants (or at their election PCo) for the sum of £7.3 million and subject to a mechanism whereby only D1 is paid for his 25% share.