Re Interactive Media Group Ltd: court dismisses disclosure bid in unfair prejudice petition

The Insolvency and Companies List has dismissed a wide-ranging specific disclosure application brought in an unfair prejudice petition, ruling both that transactions carried out by an independent liquidator after a company enters creditors' voluntary liquidation cannot generally be treated as conduct of that company's affairs, and that the disclosure sought in any event failed to meet the ordinary tests of relevance and proportionality.

The judgement, handed down by ICC Judge Barber on 11 September 2026, arose from a section 994 petition brought by Richard Padun against Neil Dickinson concerning Interactive Media Group Ltd (IMG), a company the two had jointly directed. Mr Padun alleged that Mr Dickinson excluded him from management in March 2022 and then orchestrated the insolvency of IMG and its trading subsidiaries in order to divert their business to another group company, extracting value at his expense. Mr Dickinson denied any secret plan, maintaining that exclusion followed discovery of the petitioner's own conduct and that the subsequent liquidations were genuine.

The petition had already survived a strike-out application, with ICC Judge Jones finding in March 2024 that there was insufficient evidence to determine whether Mr Padun's shares had any value once the group's subsidiaries were properly accounted for, and later an amendment application before Deputy ICC Judge Schaffer, who allowed the pleading to be refined while warning that the petitioner would need to "nail his colours to the mast on value" if a further disclosure application failed. Mr Padun's subsequent specific disclosure application sought several hundred categories of documents across multiple companies, some entirely unconnected to the pleaded case, spanning periods before incorporation and after dissolution.

Addressing a preliminary point on the scope of section 994, the judge accepted the respondent's submission that acts occurring after IMG entered creditors' voluntary liquidation, including the liquidator's sales of subsidiary shares and goodwill to Mr Dickinson, could not be treated as conduct of IMG's affairs by Mr Dickinson personally. She held that once a liquidator is appointed, directors' powers cease under section 91(2) of the Insolvency Act 1986, and that the "portmanteau" style of pleading used in the Amended Petition, criticised by the Court of Appeal in Primekings v King, improperly conflated the acts of the respondent as director, the acts of subsidiary companies, and the acts of an independent liquidator not himself accused of wrongdoing. Applying the control-based test in Re Grandactual Ltd and Re Neath Rugby Ltd (No 2), she found no practical control capable of attributing the liquidator's arm's length transactions to Mr Dickinson.

Rather than dismissing the application on that narrow basis alone, the judge went on to assess the disclosure sought on its merits, and found it wanting regardless. Much of what was requested had already been disclosed, did not exist, or was not in Mr Dickinson's possession or control, a position he had repeatedly explained in correspondence. The judge noted that the petitioner's document requests had grown rather than narrowed across three separate hearings, extended to companies against whom no case was pleaded, and lacked any expert valuation methodology explaining why the material was a necessary input to assessing his shareholding. She was also critical of the petitioner's conduct of the application itself, including a late, uncoordinated alternative to a Scott Schedule prepared by the respondent's solicitors, describing the overall approach as unreasonable and vexatious.

The application was dismissed, with submissions on costs to follow.