Maggie Otto v Inner Mongolia Happy Lamb: Court permits amended petition after specificity concerns resolved

HHJ Paul Matthews has delivered a significant ruling on pleading standards in unfair prejudice petitions, granting permission for substantial amendments after initially refusing leave due to insufficient attribution of conduct to specific respondents.

The judgement, handed down on 16 December 2025 in the matter of HLHP Oriental Food Limited and HLHP Bayswater Limited, addresses whether the petitioners complied with conditions set following an earlier ruling in September 2025. The case involves complex allegations of unfair prejudice under the Companies Act 2006, with multiple petitioners claiming various respondents conducted company affairs in a manner causing them prejudice.

Following a previous hearing in May 2025, HHJ Matthews had refused permission to amend the petition unless the petitioners could sufficiently attribute alleged unfairly prejudicial conduct to specific respondents by 26 September 2025. The court emphasised that pleading conduct as being committed by "A and/or B and/or C and/or D and/or E" was inadequate, making it impossible for respondents to plead properly and for the court to fashion appropriate remedies.

The petitioners filed their revised draft petition on 26 September 2025, within the deadline. The active respondents contended the changes were merely "superficial" and failed to address the fundamental deficiencies identified by the court.

Analysis of the repleaded allegations

The court examined whether the new draft petition adequately addressed the specific criticisms from the earlier judgement. Paragraph 22 of the new draft clarified that Oriental had been managed by those controlling the first respondent and by the second to fifth respondents as de facto directors, with full particulars appearing below. This addressed previous concerns about blanket allegations without differentiation.

The critical paragraph 24, which previously alleged conduct "by R1 and/or R2 and/or R3 and/or R4 and/or R5", now clearly stated the affairs were conducted by all five active respondents. Whilst this cast a wide net, HHJ Matthews held this was the petitioners' choice, noting they assumed a costs risk by doing so.

Specific improvements included paragraph 24(f), which now identified that an agreement with the first respondent was reached by the third respondent, and paragraph 24(v), which specified promises were made orally by the second respondent in September 2017, with subsequent confirmation by the fourth respondent in Boston in October 2017.

The overriding objective and case management

The respondents argued the proceedings should be struck out given the petitioners' previous failures and significant delay since the petition's issue in September 2022. These failures included the abortive trial in March 2024 resulting from standing issues.

However, HHJ Matthews concluded that justice required permitting the matter to proceed. Whilst acknowledging the respondents had been "messed about" to an extent, no serious prejudice beyond standard litigation costs and management time was demonstrated. The court noted that being sued unsuccessfully is a known risk of civic society where disputes are settled by law rather than force.

Applying the overriding objective in CPR 1.1, the court determined that all factors—including ensuring parties are on equal footing and dealing with cases expeditiously—now pointed towards allowing the proceedings to continue on properly pleaded issues.

The court granted permission to amend the petition and join the fifth petitioner, In-Touch Investment Holding Ltd, directing the parties to provide an agreed minute of order including directions for further statements of case and a case and costs management conference.

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