High Court dismisses Whittaker appeal against order for sale of Dogwoof shares

The High Court has dismissed an appeal by Paul Andrew Whittaker against an order for the sale of his shares in documentary film company Dogwoof Ltd, brought to enforce charging orders obtained by fellow shareholder Bertha UK Limited following years of unsuccessful litigation between the parties.

Mr Justice Leech heard the appeal from a decision of Deputy Master Jefferis, who had ordered an open market sale process for Mr Whittaker's 28,556 shares after Bertha sought enforcement of charging orders secured over debts exceeding £1.1 million. Those debts arose from costs orders made against Mr Whittaker in earlier proceedings in which he had unsuccessfully claimed that a change of control at Bertha triggered an obligatory transfer event under the parties' shareholders' agreement, litigation that was ultimately struck out for non-payment of costs.

Mr Whittaker, a former chair and director of Dogwoof who was suspended in 2021 following a workplace grievance and later dismissed for gross misconduct and removed from the board, appealed on two surviving grounds. The first concerned the valuation used to set a minimum sale price, based on an expert report valuing his shareholding at approximately £340,000, a figure he argued had been artificially depressed from an earlier valuation of nearly £9 million prepared during separate matrimonial proceedings. The second concerned his contention that the sale order improperly foreclosed his ability to bring an unfair prejudice petition under section 994 of the Companies Act 2006, which he had only formally sought permission to pursue shortly before the original hearing, being subject to an extended civil restraint order arising from his earlier litigation conduct.

On valuation, the judge found no basis to disturb the deputy master's approach. He noted that Mr Whittaker had told the deputy master he could obtain an independent valuation within a week but never did so, and that his own informal valuation relied on an unrealistic weighting of historic pre-pandemic earnings figures that the judge described as not credible. The expert evidence showed Dogwoof's revenue had fallen sharply amid changes in the international streaming market, and the judge accepted this adequately explained the decline in value between the two reports. In any event, the deputy master had not simply accepted Bertha's proposed valuation as the sale price but had ordered an open bidding process specifically to test the market, a response the judge found fell comfortably within the broad discretion afforded by CPR Part 73.10C, drawing an analogy with the Court of Appeal's approach to trusts of land disputes in Bagum v Hafiz.

On the unfair prejudice claim, the judge accepted it was not possible to resolve the underlying merits summarily, given serious disputed allegations concerning Mr Whittaker's suspension and dismissal. However, applying the principle from Profinance Trust v Gladstone that share valuation for a buyout order is ordinarily fixed at the date of the order rather than an earlier date, the judge found Mr Whittaker had no realistic prospect of persuading a court to adopt an earlier valuation date. His conduct since 2022 had consistently opposed any buyout of his shares, and he had waited until May 2025, shortly after Bertha issued enforcement proceedings, before seeking permission to bring the unfair prejudice claim at all. The judge declined to grant permission under the civil restraint order to pursue that claim, finding it unlikely to succeed and that Mr Whittaker had exposed Bertha to substantial unpaid costs through repeated unsuccessful litigation.

The appeal was dismissed on both grounds, and the judge refused permission for Mr Whittaker to issue the unfair prejudice petition.