The Serendipity Centre Ltd v Tinson: disclosure, privilege and the end of the shareholder rule

In a judgement handed down on 20 February 2026, HHJ Paul Matthews (sitting as a Judge of the High Court) resolved a disclosure dispute that touches on three distinct but interconnected issues: the proper construction of a specific disclosure order, the limits of legal professional privilege where a former director is concerned, and the fate of the so-called "shareholder rule" in English law.

The disclosure order and its construction

The claimant, The Serendipity Centre Limited, had been ordered by HHJ Glen to obtain its former solicitors' client file — held by Womble Bond Dickinson — and disclose it to the defendant, Susan Tinson, who founded the company and remained its sole A shareholder following her dismissal in 2019. The order required disclosure of "the full file… relating to the loan agreement the subject of this claim".

The claimant disclosed 638 documents but withheld a further 1,246, citing both relevance and privilege. HHJ Matthews rejected the relevance filter entirely. Crucially, HHJ Glen had included a recital in a later order noting that the August 2025 order "was not conditioned by relevance". On construction, the judge held that the order required disclosure of the whole of any file that related even in part to the loan agreement — not merely those parts the claimant's solicitors considered relevant to the litigation under CPR rule 31.6. The claimant was accordingly in breach.

Privilege: confidentiality as a precondition

The more significant aspect of the judgement concerns privilege. The claimant sought to withhold documents on grounds of legal advice privilege, relying on the principle that privilege belongs to the company and not to individual directors or shareholders.

HHJ Matthews held that this argument failed at the threshold. For privilege to be asserted against a particular person, the document must first be confidential as against that person. At the time the advice was sought from Bond Dickinson, Ms Tinson was the sole director of the claimant: she gave the instructions and received the advice. The communications were confidential as against third parties, but they were not confidential as against her. Privilege could not therefore be asserted against her, regardless of the company's general entitlement to claim it against the world at large.

The shareholder rule

Separately, the judge considered whether Ms Tinson's continuing status as shareholder would independently entitle her to inspect privileged documents. This engaged the Privy Council's recent decision in Jardine Strategic Ltd v Oasis Investments II Master Fund [2025] AC 1558, in which the Board — comprising Justices of the Supreme Court — held that the shareholder rule forms no part of English law. HHJ Matthews applied that decision and confirmed that shareholder status alone confers no right to override privilege. However, given his conclusion on confidentiality, this point did not affect the outcome.

The claimant's application to vary the August 2025 order was refused. No material change of circumstances had arisen, and dissatisfaction with the original order should have been addressed by way of appeal at the time. The defendant's application to extend the disclosure period back to December 2012 was also refused, the evidence being insufficient to justify it — and the defendant herself having acknowledged at the hearing that she did not "really need" the extension.

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