BY v GC

I am concerned with the final hearing of financial remedy proceedings brought by BY against GC.

In this judgment I shall refer to the parties as ‘W’ and ‘H’ respectively. This is just a convenient shorthand and no disrespect is intended.

I heard the final hearing over seven days from 29^th September 2025 – 7^th October 2025. W was represented by Ms. Sally Harrison KC leading Ms. Abigail Bennett, instructed by JMW LLP. H was represented by Mr. James Roberts KC leading Ms. Jennifer Palmer, instructed by Hall Brown LLP.

I thank all counsel – both leading and junior - for their assistance. They have all said everything which could reasonably have been said on behalf of their respective clients. I am also grateful of the constructive and efficient way in which the hearing before me was conducted.

I also thank their respective solicitors for their preparation of the case.

I have also been greatly assisted by the parties agreeing to fund the (remote) presence of a transcriber to prepare a transcript of each day of the hearing. I am grateful for their professionalism and the speed with which I was provided with each transcript.

I remind myself that the burden of proof is on the party who makes a particular allegation/seeks a particular finding and the standard of proof is the balance of probabilities; no more and no less.

The parties have incurred costs in excess of £3.1 million on this litigation. W’s costs are £1.679 million and H’s costs are £1.504 million. Even in a so-called ‘big money’ case where W contends for assets of c. £105 million (including pensions but excluding chattels) and H contends for assets of c. £72 million (on the same basis), expenditure at this level must give both parties pause for thought as to whether their dispute needed to be determined in the way that it has. In saying this I make no criticism of the parties’ lawyers: representation of the highest quality is commensurately expensive.

In advance of the final hearing I was provided with three e-bundles: a core bundle of 938 pages, a supplemental bundle of 1,229 pages, and a bundle which contained the appendices to PwC’s SJE reports of 12,716 pages. I was provided with an agreed reading list and agreed summary of issues. I also received detailed position statements and schedules from both parties’ counsel.

At the outset of the final hearing Mr. Roberts applied for permission to adduce a second supplemental bundle of 23 pages. This was not opposed by Ms. Harrison and I gave the permission sought.

In this judgment I have not referred to every argument raised by the parties in their written and oral evidence or in their counsel’s submissions. It would be impossible for me to do so. I have however borne all that I read and was said to me in mind.

H is aged 57. He is an investor and financier with a proven track record of acquiring and turning round businesses in distress. He lives at CC, the parties’ property in Spain. W is aged 52. She is a homemaker. She lives at BC, a property in south Manchester.

The parties met in January 1994, when W was aged 20 and H was aged 25. They cohabited from 1995 and married in November 1996.

There are two adult children of the marriage – X (aged 28) who works abroad and Y (aged 27) who works in London.

In 1999 W and the children (then both very young) moved offshore for tax reasons before returning after 15 months.

In 2015 W and Y again moved offshore and almost all of the parties’ assets were transferred into her sole name. The parties differ as to the reasons for this move: W states it was because of an ongoing HMRC investigation whereas H states that it was done to mitigate tax.

This is not a factual issue that I need to determine notwithstanding I heard lengthy oral evidence in relation thereto. As Ms. Harrison observed at paragraph 9 of her Opening Note, “[t]he Court may well conclude that the circumstances of the relocation are not the crucial issue for determination in this case”.

As the parties’ assets were (almost) all in W’s name the parties put in place an authority for H use her electronic signature to sign documents and/or or authorise actions (an authority which in fact remained in place until 20^th June 2023, well after the parties’ separation).

W and Y returned to England in early 2021. A wholesale restructuring of the parties’ assets took place prior to W’s return in order to minimise future tax. On advice from KPMG the assets in W’s sole name were placed within corporate structures to crystallise any gain. The structure entailed placing assets in four holding companies, BOs 1, 2, 3 and 4, in which H holds equity interests (direct or indirect shareholdings) under which there are a number of further business interests. The BOs in turn issued loan notes totalling £158 million as a tax efficient structure for the extraction in the future of value from these corporate assets.

The parties also now hold directly (i.e. in their own names) shareholdings in various smaller entities. In addition each has made direct loans to entities both held directly by them and within the BO structure.

As a consequence of the above the parties’ business assets and corporate interests are complex.

The parties separated in May 2021 although I believe it is common ground that the marriage had been in difficulties for at least a few months previously including (as I understand it) the last part of W’s time offshore. It was therefore a marriage of 25 years (or 26 years including cohabitation).

It is common ground that during the marriage the parties enjoyed an exceptionally high standard of living commensurate with their wealth.

The parties filed a joint application for a divorce order on 25^th November 2022. The Conditional Order was made on 31^st May 2023. In the conventional way there is yet to be a Final Order.

W’s Form A was issued on 20^th April 2023 (dated 8^th March 2023). A Complexity Certificate was filed in which W’s then solicitors stated the assets were estimated to be c. £300 million and it was anticipated that H would argue ‘special contribution’ (which in fact he has not done).

The case was originally allocated to me by His Honour Judge Hess as a ‘complexity case’ on 27^th April 2023 to hear as a Recorder. In both counsel’s notes filed in advance of the First Appointment on 8^th July 2024 I was asked to reallocate the case to High Court level and continue to hear it sitting as a Deputy High Court Judge. I considered this was a case that justified reallocation and His Honour Judge Hess and Peel J (as respectively Deputy and National Lead Judges of the Financial Remedies Court) agreed with my view.

My order as made at the First Appointment recorded that “the parties agree this has been a marriage of equal contribution.” I dealt with directions on 6^th December 2024. Mr. Nigel Dyer KC heard a private FDR Appointment on 6^th June 2025.

I heard the pre-trial review on 15^th July 2025. At this hearing I heard inter alia H’s Daniels v Walker application seeking permission to rely on a report from Ms. Faye Hall of FRP Advisory Group Plc dated 1^st July 2025 in respect of the value of the parties’ business interests. My judgment refusing the same was published as BY v GC [2025] EWFC 226 on 24^th July 2025.

At no point during the final hearing did I consider I had reached the incorrect conclusion in refusing H’s Daniels v Walker application.

I have also made various other orders on paper.

I must apply the factors set out in MCA 1973 s25 (as amended) in deciding what orders to make pursuant to ss23 and 24. I have borne all aspects of this section in mind. The overall requirement in applying s25 is to achieve fairness (as made clear in White v White [2000] 2 FLR 981) with the three principles that should guide the court in trying to achieve fairness (needs, sharing, and compensation) identified in Miller/McFarlane [2006] 1 FLR 1186.

The last of these principles is not engaged in this case. Given the asset base it is also common ground that this is a sharing and not a needs case.

A synopsis of the relevant jurisprudence applicable in financial remedy cases was provided in WC v HC(Financial Remedies Agreements) (Rev 1) [2022] 2 FLR 1110 per Peel J at [21] as augmented in Clarke v Clarke [2023] 2 FLR 1 per Mostyn J at [36]. I have borne all of this jurisprudence in mind.

The parties have filed a number of Open Proposals (W’s dated 27^th June 2025 and 12^th September 2025 and H’s dated 10^th June 2025 and 19^th September 2025).

In essence W seeks an equal division based on her computation of the parties’ assets (i.e. a total of c. £105 million) – so each would receive c. £52.5 million - and H seeks a division of the parties’ assets of 60% to himself and 40% to W based on his computation of the assets (i.e. c. £72 million) – so he would receive c. £43 million and W would receive c. £29 million.

It is difficult to compare the parties’ respective offers precisely on a like-for-like basis but the broad structure (i.e. as to which assets each party will retain) is agreed with the main areas of dispute being the quantum and timing of the series of lump sums that H will pay W (and which in turn depends on my findings as to computation and how I exercise my discretion as to distribution) and W seeks the parties’ Spanish property to be sold and a division of the sale proceeds whereas H seeks to retain the same.

Both parties gave oral evidence before me.

W was clear and straightforward in her evidence. I do not agree with Mr. Roberts, as he repeatedly suggested to her during cross-examination, that W was seeking to “fling mud” at H or otherwise suggest “dodginess” on his part.

Save for one specific aspect of her evidence, to which I refer below, W was wholly credible. When she did not know something she said so. She made concessions where it was appropriate for her to do so.

It was clear from W’s evidence that she had little or no direct knowledge of H’s business activities over the course of the marriage although it was clear that at least in general terms H would talk to W about what was going on in his work and what deal(s) were happening as part of (in her words) “talk around the kitchen table” and hence she heard some information second or third hand.

H also gave his evidence in a clear manner. In contrast to W he was forthright and at times combative in his answers during cross-examination. By way of example, on one occasion he interrupted Ms. Harrison stating “I’m sorry, I’m trying to say something” and on several occasions he answered her questions with “That is a blatant lie” or similar and said once that what she had put to him was an “appalling statement”.

I found H to be largely credible, with some exceptions. For example, I am not satisfied he could ever fairly have ascribed a value to Company A of nil as he did in his Form E of 21^st December 2023. In GW v RW (Financial Provision: Departure from Equality) [2003] 2 FLR 108 Nicholas Mostyn QC (sitting as a Deputy High Court Judge) stated:

In W v W (Financial Provision: Form E) [2004] 1 FLR 494, after citing the above, Nicholas Mostyn QC (sitting as a Deputy High Court Judge) stated:

In cross-examination H said the value he ascribed to Company A was his “best guess at that moment in time” and gave two explanations for ascribing the value that he did: first that he did not believe that Company A had any value without him and second that the figures were “too conservative”. I do not consider either to be credible. In my view this was a knowingly inaccurate assessment of the value of his businesses.

I have already said I do not need to determine the reason why W and the children again moved offshore in 2015 and almost all of the parties’ assets were transferred into W’s sole name (with W stating it was because of an ongoing HMRC investigation and H stating it was done to mitigate tax). I consider, however, that H’s case does not sit easily with the pleadings in the civil proceedings. As Ms. Harrison observed, in H’s Reply to the Defences (and which was a document supported by a Statement of Truth) it was said at paragraph 4(a)(ii) that in September 2014 H transferred his shares to W “only to pre-emptively mitigate foreseeable losses to him and other shareholders arising from the threat of a prosecution of him by the Defendants” and at 4(a)(iv) that “[w]ithout the malicious prosecution and/or misfeasance in public office of the Defendants’ employees and/or agents, the Claimant would have continued to have held his ownership interest in [Company A].” This is certainly suggestive that the motivation was as W states.

It is inevitable that the fact I found aspects of H’s evidence not to be credible may have an impact when I have to decide issues of fact as part of the computation exercise.

In saying this I have been careful to give myself the so-called ‘Lucas’ direction (named after R v Lucas [1981] QB 720) which can be over-simplified to be that just because a person may have lied about one thing it does not automatically follow that they are lying about everything.

I deliberately say ‘over-simplified’ because I am conscious that in Re A, B, and C (Children) [2022] 1 FLR 329 Macur LJ described the judge’s self-direction (at [58]) as having been “formulaic” and “incomplete”, that (at [54]) such a formulation “leaves open the question: how and when is a witness’s lack of credibility to be factored into the equation of determining an issue of fact?” and thereafter cited from the Crown Court Compendium of December 2020. I have given myself the entire self-direction as given in criminal proceedings and have read the relevant extracts from the Crown Court Compendium in full.

As was observed in Charman v Charman (No. 4) [2007] 1 FLR 1246 per Sir Mark Potter P at [67] the inquiry is always in two stages, namely computation and distribution. Logically the former precedes the latter with the court first considering, with whatever degree of detail is apt to the case, the matters set out in MCA 1973 s25(2)(a), namely the property, income (including earning capacity) and other financial resources which the parties have and are likely to have in the foreseeable future.

The disputes between the parties’ positions in relation to computation can be tabulated as follows (converting to Sterling at the agreed fx-rate where appropriate):

CC, the parties’ Spanish property, and which is owned by a limited company of which H is (now) the 100% shareholder, and which was built in 2018, was the subject of an SJE valuation by Survey Spain SL Chartered Surveyors (‘Survey Spain’) dated 9^th August 2024. Survey Spain provided answers to H’s written questions on 4^th September 2024.

On 1^st July 2025, in advance of the pre-trial review, H made a Daniels v Walker application to be able to rely on his own expert which I refused on 15^th July 2025. Survey Spain then updated their valuation on 16^th August 2025. H did not raise any written questions in relation to this updated report.

Survey Spain’s valuation continued to be challenged by H who invited me to prefer the opinion of his own instructed expert, TT Advisory, in their report of 2^nd September 2024.

In their first report, Survey Spain valued CC at €15.300 million. In their second report they valued the property at €15.956 million. TT Advisory had valued the property at €12.500 million.

On behalf of Survey Spain the property was inspected by Mr. Jordi Matamoros who also carried out the valuation and prepared the draft report. Mr. Matamoros also carried out the revaluation and prepared the draft updated report. The valuation and draft report, and the revaluation and draft updated report, were then reviewed by Mr. Campbell Ferguson, who signed the reports in their final form.

One of the issues between Survey Spain and TT Advisory was that although the original design for the principal building, for which a licence was granted, was 933.3 sq m (with a plot area of 1,004 sq m) the actual build (total used) area was 1,077 sq m.

Survey Spain stated in the report that the additional areas “are mostly in Basement Floors and are used as technical rooms or services … these areas are there and being used so we have provided a second valuation to include the unlicenced area. We are of the opinion that a buyer would take them into account when considering purchase and comparing the property to any others available on the market. These areas are not given the same value as rest of building and are needed for structure and construction of the building, but without their use the technical rooms and services would take up other more usable dwelling space”. Their report also stated that “[t]here is the concern that the authorities will find out about the use of the additional areas before the prescriptive period is over, assuming that there is not a file open already. In that event, the use would have to cease. We have assumed that will not occur”. In their replies to H’s written questions it was confirmed that the prescriptive period is approximately five years. Thereafter if a file has not been opened no action can be taken.

Survey Spain therefore used 1,077 sq m for the purposes of their valuation. By contrast, TT Advisory used the 933.3 sq m figure but divided this into 517 sq m which described to be “habitable” and 416 sq m which was “not habitable” and said that only the former could be used for valuation purposes. Survey Spain in its replies to H’s written questions said there are “no differences” between the two.

Mr. Ferguson and Mr. Matamoros gave oral evidence before me, remotely, at the same time. They were principally questioned by Mr. Roberts. He criticised the reports on a number of bases including:

At the conclusion of Mr. Ferguson and Mr. Matamoros’ oral evidence on 2^nd October 2025 I asked them to provide to both parties the underlying worksheets they had used and which would show how they had adjusted the average rate per sq m in the asking prices to determine the rate per sq m used in their two valuations. They provided their calculations in pdf form that evening. However, at the same time, and without this being requested they provided a third report, dated 2^nd October 2025, which used the same average rate per sq m as in the second report (€16,774) which was adjusted to €15,709 per sq m and gave a valuation of €16.919 million (i.e. increased from their previous figure of €15.956 million).

As a consequence, W contended for a valuation of €16.919 million (£14,712,174) whereas H contended for €12.5 million (£10,869,565).

Ms. Harrison and Mr. Roberts disagreed over whether the third report of 2^nd October 2025 simply corrected errors in the second report (as Ms. Harrison submitted) or was a fresh report (as Mr. Roberts submitted). Although I have not seen the emails under which the worksheets and the third report was sent, if the nature of this new report was not made clear then I consider it should have been. However, it is clear to me that there was a mathematical error in the second report: whereas €14,206 per sq m multiplied by 1,077 sq m is €15.3 million (the figure in the first report), €15,674 per sq m multiplied by 1,077 sq m is not €15.956 million (the figure in the second report) but €16.881 million. Using the figure in the third report of €15,709 per sq m, this figure multiplied by 1,077 sq m is €16.919 million which is the valuation figure given.

As the third report uses the same comparables as the second report it is not in my view a fresh report. It appears tolerably clear that as a consequence of my request for disclosure of the underlying work sheets the experts modified their calculation leading to an increase in the rate used from €15,674 per sq m to €15,709 per sq m. This relatively modest amendment of €35 per sq m makes a difference of €37,695 when multiplied by 1,077 sq m and hence increases the value of the property from €16.881 million to €16.919 million. However the figure looks significantly greater because of the incorrect lower figure of €15.956 million used in the second report.

I therefore reject Mr. Roberts’ submission that Survey Spain increased its valuation by €1 million “just hours after giving oral evidence” thereby undermining their credibility and rendering their evidence totally unreliable.

I did not find any of Mr. Roberts’ criticisms of the valuers as set out at paragraph 59 above to be justified. Both answered his questions clearly, fully, and persuasively. Their explanation as to why it was appropriate to value the property as one being 1,077 sq m rather than one of 517 sq m or even of 933.3 sq m was entirely convincing. They had valued what was there and considered a buyer would pay for what was there. Although a file could have been opened by the relevant authorities they had not enquired whether one had been because “such an enquiry could cause one to be created, as the building is registered on the Catastral as 2020. However, the drawings are dated 2016 and 2017 so the building could have been completed more than 5 years before the date of the valuation”. However, it was not suggested that a file had been opened and as almost all of the period in which one could be opened has now passed, I am satisfied on the balance of probabilities that no such file will be opened before the end of the permissible period.

H sought to rely upon an email from Mr. Fernando Martinez Comas, a partner in KPMG Abogados, dated 9^th October 2025 and which purported to address whether a Spanish market appraisal must take into consideration the total built area of the dwelling or solely those square meters deemed lawful in accordance with the approved building project and the occupancy license.If and to the extent this email purported to be expert opinion evidence there was no permission for it. However, and in any event, the lack of a letter of instruction, its relative brevity, and that it was not verified by a statement of truth means that I do not consider I should give this email any weight when considering whether to accept the evidence of the court appointed SJE. I am fortified in this conclusion that when it was put to him, Mr. Campbell stated “I wouldn’t put great faith in his letter.”

In their closing written submissions Mr. Roberts and Ms. Palmer made an additional criticism of inconsistency between Survey Spain’s reports of 9^th August 2024 and 16^th August 2025 based on their analysis of the pdfs of the underlying worksheets which were provided to the parties as I have set out at paragraph 60 above. It was said that in their first report Survey Spain applied the ‘homogenised price’ to 933 sq and 20% of the average asking price (not the homogenised price) to the 144 sq m of the property which are not licenced and these two sums were then added together to get a total value. By contrast it was said that in their second report they valued 933 sq m and another 100 sq m at the ‘homogenised’ price (so no discount at all on the extra 100 sq m) and then valued 44 sq m of ‘basement’ at 7% of the homogenised price. It is said that if the same methodology had been adopted as was used in the first report this would have given a valuation of €15.720 million and not the €15.956 million which was the figure in the second report.

My main difficulty with this submission is that this criticism of inconsistency in methodology was not put to Survey Spain. I accept, of course, that Mr. Roberts and Ms. Palmer were only able to analyse the worksheets when they were provided to them after the conclusion of Mr. Ferguson’s and Mr. Matamoros’ oral evidence on 2^nd October 2025. However, it seems to me that if Mr. Roberts was going to criticise the report’s authors in any greater detail than simply to suggest that they had not showed their workings (as he did when cross-examining them) it would have been prudent to request their worksheets in advance of the final hearing in order that they could respond to the specific criticisms now being made. Further, when Mr. Roberts said to me on the morning of Friday 3^rd October 2025 that it was apparent following a first review of the worksheets provided that a different methodology had been adopted, I stated that if there was an application he needed to make to me once he had had more time to consider the same he would no doubt do so. This was obviously a reference to an application to recall the valuers to be asked further questions on what had now been provided by them.

I raised this issue again with Mr. Roberts at the end of 3^rd October 2025 and asked if there was anything arising out of the emails received on which he wished to address me. Mr. Roberts’ response was limited to Survey Spain having raised concerns about releasing their worksheets in Excel format (rather than as pdfs as they had done) on grounds of commercial sensitivity and what assurances they would need from the parties before they did so. This led Mr. Roberts to say that even if ordered it was unlikely the Excel documents would be provided prior to early on Monday 6^th October 2025 and therefore he would pragmatically work with what they had. It was left on the basis that if Mr. Roberts wished to pursue disclosure of the Excel documents he could do so on the Monday which he did not then do.

Given that (i) the worksheets were not sought in advance of the final hearing; and (ii) no application was made on H’s behalf to recall Survey Spain to be questioned on the alleged inconsistencies in their methodology once the worksheets were provided, I do not consider it would be appropriate for me to give weight in my consideration of Survey Spain’s evidence to these alleged inconsistences. It would be unfair on both Survey Spain and W.

My conclusion on this issue is fortified by paragraph [70] (i) of Griffiths v TUI (UK) Limited [2025] AC 374where it was said by Lord Hodge that “the general rule in civil cases … 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”. I acknowledge in saying this that as stated in (i) paragraph [70] (vii) the rule should not be applied “rigidly” as it is not “inflexible” as there is bound to be some relaxation of the rule as its application depends on the circumstances of the case given the criterion is “the overall fairness of the trial”; and (ii) paragraph [70] (viii) there are also circumstances where the rule may not apply and which are set out at paragraphs [61]-[68] of the judgment. However, taking all of this into account I consider adhering to the general rule is consistent with the overall fairness of this case.

Separately, part of H’s criticism of Survey Spain was their reliance on asking prices and (per Mr. Roberts) there was “no data on, nor analysis of, nor a single shred of evidence as to any actual sold prices”. H therefore carried out his own analysis, as set out in his narrative statement, that sales prices of what he said were comparable properties are around 18% lower than asking prices. I reject this criticism. Not only is evidence of sale prices likely to be flawed for the reasons given by Survey Spain (the prevalence of extra-contractual payments and incomplete property descriptions) but it was drawn from H’s own enquiries of local agents and is therefore entirely self-selecting. I note in this context that in his oral evidence Mr. Ferguson described an 18% reduction as “doubtful” and I have no reason not to accept the same.

I shall therefore adopt the figure of €16.919 million. Using the fx-rate as used in the ES2 this equates to £14,712,174 (as compared to £10,869,565 which was the figure contended for on H’s behalf).

W adopted 3% whereas H adopted 12%.

The origin of the 3% figure is Behzadi v Behzadi [2009] 2 FLR 649 per Wilson LJ (as he then was) who stated as follows (emphasis added):

This percentage figure (which subsequently became the default one) is therefore – at its highest “conventional” – the same word used by Nicholas Francis QC (sitting as a Deputy High Court Judge) in SJ v RA [2014] EWHC 4054 (Fam), who referred at [29] to the need to deduct “the conventional notional 3% costs of sale”. No court has therefore ever prescribed 3% - or any percentage - as the correct figure. It was simply said – originally in a judgment of 8^th October 2008 and hence now over 17 years ago - to be a “conventional” figure.

There have been a number of subsequent published judgments where a different (lower) percentage figure has been used including L v L [2021] EWFC B83 per His Honour Judge Booth (sitting as a Deputy High Court Judge) who at [42] utilised 1.25% and (although not technically citeable) GW v GH [2023] EWFC 298 (B) per District Judge Napier.

The words in the citation above from Behzadi v Behzadi at [7.1] that are often overlooked are “in the absence of evidence to the contrary”. All of Survey Spain’s reports included the following – “The Seller has to deduct estate agent and legal fees and marketing expenses, then local and national capital gains taxes, plus the ubiquitous IVA (VAT) on most of these, all of which again can amount to 12% or substantially more”. I therefore have evidence (which was not challenged on W’s behalf) that the costs of sale in Spain are (at least) 12%. I therefore accept this as the appropriate percentage figure to use which equates to costs of sale of £1,765,461.

The corporation tax (payable at 25% on any increase in value) is calculated using the gross value of the property.

Using the figure of €16.919 million (or £14,712,174) for the value of the property the corporation tax figure (at the agreed fx-rate) is £2,050,377.

The Spanish authorities have launched two investigations in respect of the property into (i) wealth tax due in the period 2020 to 2023; and (ii) the capital gain triggered by the transfer of the property from W’s sole name to a UK-based company in February/March 2022, which H did on advice from KPMG. As I understand it the latter investigation is based on the property having been transferred into the company at a value of €7 million which (it is said) was the build cost and hence a considerable undervalue. There is an evidential dispute between the parties as to whether (as H asserts) this figure was agreed with W or (as W asserts) it was provided to her as a fait accompli.

This is not an issue that I need to determine as in either case I consider that if there is an additional tax liability consequent upon the use of a more accurate value of the property then it is one that ought to be shared as if tax was avoided as at the time of transfer this benefitted both parties.

KPMG advise both parties in relation to this issue and they have so far had two meetings with the tax inspector. In their email of 4^th September 2025 KPMG estimate the total tax liability as between €1,250,454 and €1,882,995. I agree with H’s presentation that it is appropriate to take the midpoint of this estimate (i.e. £1,403,111 at the agreed fx-rate) rather than (as W has done) the highest – or ‘worse case’ - figure (i.e. £1,637,387).

For completeness I should record that H showed the wealth tax as a liability on his side of the schedule against CC (he seeks the retain the property and offers to indemnify W against this tax) whereas W showed it as a free-standing liability on her side of the schedule rather than as part of the calculation of the net value of CC on the basis that the tax is not contingent upon the sale of the property. This is simply a matter of presentation and is obviously neutral for the purposes of the computation exercise.

After also taking account of the £5.5 million loan (taken out by H on 22^nd March 2025 to replace a previous loan in W’s name secured against the property and taken out in order to minimise significant wealth tax which would otherwise be c. £200,000 pa) the net equity in CC is therefore £3,993,225.

At the First Appointment on 8^th July 2024 I directed the parties jointly to instruct PwC to act as an SJE forensic accountant and to provide a valuation report in respect of the parties’ respective business interests.

The letter of instruction was dated 29^th July 2024. The scale and complexity of PwC’s work can be seen by the fact that by an order made by me on paper on 6^th May 2025 their fees were capped at £622,000 plus VAT and disbursements.

PwC’s report, authored by Ms. Sarah Middleton, was provided on 9^th April 2025 (amended on 16^th April 2025) in relation to Company A, Company B, and other entities (there are in fact a number of entities within the Company A structure but I have combined them for simplicity of exposition in this judgment) and on 9^th May 2025 in relation to certain other entities (valuation of which had not been concluded at the time of the first report). PwC replied to written questions from both parties on 28^th May 2025.

As noted above, on 15^th July 2025 I refused H’s Daniels v Walker application for permission to H to rely on a report from Ms. Faye Hall of FRP Advisory Group Plc dated 1^st July 2025. Thereafter on 19^th August 2025 Ms. Middleton replied to a further joint letter of instruction dated 29^th July 2025 which reflected a direction I had made on 15^th July 2025 that she was to state whether the May 2025 management accounts for Company A changed her opinion in relation to methodology or valuation of the company.

It is clear that Ms. Hall has remained in place as H’s ‘shadow’ expert. Prior to Ms. Middleton giving her evidence Mr. Roberts applied for Ms. Hall to be present in court, so as to listen to Ms. Middleton’s evidence, and for her to able to assist him in terms ofissues of principle if they arose. He said that given the position he was in following my refusal of H’s Daniels v Walker application the assistance of Ms. Hall was essential for H’s case to be properly put. This was opposed by Ms. Harrison on the basis that no notice had been given of such an application and that unless it was the case, which was not how it was couched, that H’s narrative statement was in fact an attempt to introduce accountancy evidence through the ‘backdoor’ there was no necessity for Ms. Hall to sit in court and assist.

I was critical of the fact that no notice was given on the assumption (which I consider is almost bound to be the case) that a decision for Ms. Hall to attend was taken some time before the final hearing (and Mr. Roberts did not suggest to the contrary). However I acceded to the application as I considered it justifiable that, as Ms. Hall had (as Mr. Roberts acknowledged) assisted him with some of the questions he intended to ask, it was reasonable for her to assist him with issues of principle or technical matters if they arose from the answers to those questions. Her assistance in the way sought was therefore justified. I could also see no prejudice to W in my acceding to the application (and none was advanced on W’s behalf).

I was fortified in this decision by the fact it is clear from BR v BR (No. 2)[2025] EWFC 88 per Peel J at [51] that the wife’s shadow accountancy team were present in court whilst the SJE gave her evidence and (at least in the published judgment) Peel J was not critical of this.

H’s narrative statement volunteered an alternative valuation for both Company A and Company B. Ms. Harrison was critical of this stating that H’s statement was more akin to an expert report than a narrative statement. She relied on the maxim that parties are witnesses of fact and not opinion and on what was said in BR v BR (No. 2) by Peel J when (i) at [83] he deprecated the wife’s attempt to introduce purported expert evidence through the back door of an unsigned open offer on the basis that it was elementary that expert evidence is only admissible if the court has granted permission under FPR Part 25; and (ii) at [84] he deprecated the inclusion of some of the content in the wife’s s25 statement which did not only contain evidence but “inappropriately veered into argument, and regurgitated expert evidence from advisers behind the scenes”.

I agree with Mr. Roberts that the case can be distinguished from BR v BR (No. 2) on two grounds namely:

I therefore accept that on the facts of this case it was appropriate for H to give his own evidence as to the valuation of his businesses. I am dealing with a situation very different to the one that led Peel J to state in BR v BR (No. 2) at [83] that it was “unthinkable that I should attach any weight to what W says she has been told by her own purported expert (who is likely to be more partisan than a SJE) in circumstances where there is no letter of instruction, no clarity as to what the expert was given by way of information, no report, no articulated methodology and so on.” However, whether or not I accept this evidence is an entirely separate question.

In HO v TL [2024] 2 FLR 175 Peel J, when setting out the legal principles that apply to business valuations, observed at [21] that it is for the court and not the expert to determine the value. In Neil v Neil [2020] 1 FLR 1095 Moor J put the same point pithily at [53] when considering the expert evidence of an SJE who had been instructed to investigate several disputed emails – “[t]he expert advises but the judge decides”. Both comments are wholly consistent with the judgment in Griffiths v TUI (UK) Limited per Lord Hodge (original emphasis):

In HO v TL at [27] (i) and (ii) Peel J when deciding how to reflect the illiquidity or risk in a private company identified two categories of discounts namely:

At [27] (iii) Peel J said that the court might “in the right case” take the valuation which includes an ‘accountancy discount’ and apply a further ‘court discount’ – in other words an amalgamation of 97 a. and b. above. He agreed with the view expressed in Martin v Martin [2019] 2 FLR 291 per Moylan LJ at [94] that this would not be double counting as “this is not … to take realisation difficulties into account twice” because “there is a 'difference in quality' between a value attributed to a private company and other assets”. As Peel J said, it will all depend on the case and if, for example, the accountancy valuation included a discount for a minority holding but it is clear that there is no possibility of realisation of the interest in the future by sale or otherwise, it would not be unfair to further take that factor into account when allocating assets.

In BR v BR (No. 2) Peel J referred to what he had said in HO v TL in the following way:

W contended for a value of H’s 87.3% interest at £24.833 million whereas H contended for a value of £11.793 million.

At the heart of Mr. Roberts’ criticism of Ms. Middleton’s approach to her valuation of Company A was that (i) because it was currently loss-making (and, it was said, there was no prospect of it becoming profitable in the foreseeable future); and (ii) H is the ‘keyman’ in relation to the business, an earnings-based valuation was wrong and it should be a net asset valuation.

I do not consider these criticisms to be well-founded. H’s actions do not suggest a lack of confidence in the future of Company A notwithstanding the current headwinds in the UK economy. He has now all but completed the refurbishment of a property at SP which is to be Company A’s London headquarters. H’s evidence is that over £3 million has been spent on the refurbishment and it clear from the photographs that this has been done to an extremely high specification. I agree with Ms. Harrison that such expenditure in the past 12 months is inconsistent with a case that the company is valueless without H or at the very most should be valued on a net asset basis.

Ms. Middleton’s opinion further reflected that H has already adjusted to the change in the market and has moved away from IPOs as his recent acquisitions demonstrate. H himself gave clear evidence of a future strategy of continued diversification: he confirmed he had a plan to acquire further businesses if they could be acquired at a similar multiple to the recent ones. As Ms. Middleton observed, this is precisely the market in which an opportunist investor buying distressed businesses will thrive.

In 2021, when W came back onshore, C accountants prepared a valuation of the parties’ assets. These figures were adopted in the restructuring of the parties’ assets in relation to which KPMG advised and leading counsel’s opinion was taken. At part of this exercise Company A was valued on an earnings basis (an EBITDA of £11.291 million and a multiple of five). I found myself unpersuaded by H’s attempts to now distance himself from C’s valuation (describing it at paragraph 15 of his narrative statement of 10^th September 2025 as a “high level desktop valuation exercise”). There was force in Ms. Harrison’s submission that H would have wanted this valuation to be one that would stand up to HMRC scrutiny.

I accept that the current (and projected future) profitability of Company A is now different from what it was in 2021. However this is still relevant context when I consider H’s assertion at paragraph 40 of his narrative statement that the use of a revenue multiple to value Company A to be “totally illogical and contrary to the market norm for such companies”.

Overall, when considering H’s evidence in relation to the value of Company A, I was left with the clear impression that H was overplaying issues relating to the market and that Company A has little or no value without him and this was based upon a desire to reduce the value of the company. This impression is given additional credence by what I have said above about what I consider to have been a knowingly inaccurate figure given by H in respect of this company in his Form E.

I further disagree with Mr. Roberts’ submissions for the following reasons:

To put many of the same points in another way, the issues which H raised in his evidence order to seek to persuade me to adopt a net asset valuation rather than an earnings-based one – and which included the keyman issue, the current macro uncertainty in the market, the changes in the IPO sector, the current trading position of the company, and the recent loss of its CEO to what is anticipated to be a rival company - were fully considered by Ms. Middleton in her oral evidence (even if not all were referenced in her reports) and led to her conclusion to discount her initial multiple by the percentage that she did.

When pushed, Mr. Roberts submitted that if I was to adopt an earnings-based valuation I should apply a 50% discount to the multiple. For the reasons I have given I consider that such an additional discount is not justified.

In expressing these views in respect of the keyman issue I am cognisant of what was said in E v L (Financial Remedies) [2022] 1 FLR 952 per Mostyn J:

H’s case veered close to arguing that an earnings-based valuation falls fouls of Waggott v Waggott [2018] 2 FLR 406. This would be a surprising submission and one (at least so far as I am aware) unsupported by authority.The basis of valuations of trading businesses is usually (although I accept not always) an earnings multiple. I therefore reject Mr. Roberts’ submission that to a very great extent the calculation is underpinned by including the value of H’s post-separation endeavour, the sharing of which is impermissible under Waggott principles.

Further this case is distinguishable from E v L(Financial Remedies) on which Mr. Roberts relied (and where there was a 45% ‘court discount’ to the relevant company) because it is not Ms. Middleton’s view that were H not prepared to be involved in the sale of the business and to offer himself in a consultancy role for a period after completion of the sale, then the business would have no saleable enterprise value and would only be worth the value of its net assets.

Ms. Middleton clearly addressed her reasoning for taking an earnings-based multiple approach. As she said, a net asset valuation does not capture future expectation of generating profits. I disagree with Mr. Roberts’ response that this carries with it an (incorrect) implicit expectation that there will be future upside and in any business valuation the future holds significant potential downside as well. This is something that any valuer will take into account when considering both the multiplicand and multiplier when valuing a trading company on an earnings basis.

I therefore further disagree with Mr. Roberts when he submitted that a net asset value is fairer because it captures a fair value now – and it does not look to future upside, it does not capture future downside and is a balanced fair point in time ‘snapshot’ based on what is there. Whilst such a methodology may be appropriate for some businesses, I do not consider it appropriate for a trading business such as Company A notwithstanding that it may not currently be profitable.

I bear in mind what was said in Griffiths v TUI (UK) Limited per Lord Hodge:

Ms. Middleton was an impressive witness. Her reports were clear as was her oral evidence. She answered questions in a clear, measured, and thoughtful way. She was balanced and even-handed. She made concessions where it was appropriate for her to do so. The quality of her reasoning is ultimately beyond challenge.

I have therefore come to the conclusion that the figures put forward by Ms. Middleton are reasonable ones and I propose to adopt them. I adopt Peel J’s words in BR v BR (No. 2) at [87]:

To the extent therefore that Ms. Middleton has made an ‘accountancy discount’ in respect of Company A my figure therefore adopts and reflects the same.

W contended for £1.973 million whereas H contended for £970,000.

Ms. Middleton valued the parties’ co-invest in Company B at £670,000 each. This is not in dispute. In addition, however, she attributed a value of c. £1.3 million to H’s entitlement to profit share in the LLP. This was disputed by H on the basis it was said that Ms. Middleton used flawed assumptions in her income-based valuation as her methodology relied on (i) gross income; (ii) an income at steady growth; and (iii) an income stream in perpetuity (and the interest is valued on the basis it is sold on the open market). In reality (it was said) H draws his income net of tax, his interest has been reducing (his interest over the years has been ‘diluted’ from 15% to 4%), and the partners expect him to retire at 60 at which point his remaining interest will revert to the remaining partners. It was therefore argued a far more realistic valuation was a straight capitalisation of four years of income at £75,000 pa and therefore c. £300,000 gross.

Ms. Middleton acknowledged the force of these criticisms of her assumptions during her oral evidence and she offered to recalculate her figures to reflect an income stream with a finite life rather than an indefinite one. She did so in a subsequent letter of 6^th October 2025 in which she (i) re-performed the calculation to value the profit share over a finite period of 25 years (being H’s ONS life expectancy) rather than into perpetuity and said this did not make a material difference to the outcome (with the difference being below £1,000); (ii) presented the present value of H’s expected future profit share on a pre-tax basis and on a post-tax basis (assuming a 45% income tax applies) on the assumption that H was unable to realise the value of his LLP interest as a capital asset and the only way in which he could extract value was via the ongoing profit share distribution to him; and (iii) corrected her analysis to reflect the fact that £80,275 profit represented nine months of profit share for 2024 (which H’s solicitors have confirmed that it did) rather than six months as she had previously assumed. This led to a post-tax market value figure of £654,000.

I see no reason not to accept this figure for the value of H’s entitlement to profit share in the LLP. I shall therefore take the value of H’s interest in Company B to be £1,324,000 (i.e. £670,000 plus £654,000).

W contended for £350,000 whereas H contended for £185,000.

ET pays a 20% coupon and the interest is paid out annually. I prefer H’s calculation which is based on the actual annual receipt of c. £30,000 whereas W’s calculation appears to be based on a value for the loan note of £200,000 and adds five years of interest of £30,000 pa which is either historic (received, paid out and spent) or future (which is not to be shared).

W contended for £18.641 million (H holding £5.058 million and W holding £13.583 million) whereas H contended for £17.149 million (H holding £4.596 million and W holding £12.553 million). There is no dispute that H holds 26.8% of the value of the loan notes and H holds 73.2%. A large part of the value is the £15.8 million owed to II by H.

II has a 9.9% shareholding in Company A. As I understand the position, the difference between the parties’ respective figures is that whereas W has adopted the SJE figures H has taken this percentage of £13.509 million (being the value of Company A for which he contended) which leads to a reduction of £1,491,451 which has then been pro-rated between the loan notes.

I have accepted the SJE valuation of Company A and therefore accept the figure that W contended for in relation to II.

W contended for £12.566 million (each party holding £6.283 million) whereas H contended for £12.602 million (each party holding £6.301 million).

Ms. Middleton acknowledged an error in her valuation of BO 4 as she recognised an inadvertent double-count of an element of surplus cash in both the cash balance and the loan receivable in her response to Question 44 of H’s Part 25 written questions. As the recoverable portion of the loan has been double-counted it was acknowledged the valuation should be reduced by £682,000 as a result (this being the ‘recoverable’ amount).

W’s figure was therefore based on PWC’s executive summary (i.e. £6.624 million each) less £682,000 (being the double-count) divided equally and therefore £6.283 million each.

H made two adjustments to the value of BO4:

Ms. Middleton acknowledged again the inadvertent double-count in her oral evidence and revisited her calculations in her letter of 2^nd October 2025. Her revised figure was £12.548 million (i.e. £6.274 million each). I shall adopt this figure.

W contended for £505,000 whereas H contended for £737,000.

H seeks to include an additional £232,000 being the value of shares in AN which W transferred unilaterally to the parties’ youngest daughter, Y, in December 2023. This is a relatively small sum in the context of this case and one in respect of which I heard little argument.

I note, as W accepted in her Replies to Questionnaire at Questions 34 a. and 35 a., that this gift was made with “her share” of matrimonial capital and on that basis it could be said it is appropriate to reattribute the same and hence adopt the higher figure of £737,000. However this must be weighed against the following:

Given this context I do not consider that fairness justifies the ‘addback’ sought and I shall adopt the lower figure of £505,000.

In July/August 2020 Mr. Z invested £6.2 million in MA by way of a personal loan. This is evidenced and was not disputed. H states that this loan was underwritten by a personal guarantee from him. H made a similar investment. MA was a company set up to attempt to take advantage of testing opportunities during the Covid-19 pandemic. The investment proved unsuccessful and the company is now non-operational. On 6^th May 2025 H paid £6.7 million to Mr. Z in purported satisfaction of this guarantee – repayment of both the principal and £500,000 in interest. W sought an ‘addback’ of this sum.

To the extent that H’s obligation to Mr. Z was described as a personal guarantee it was conceded by Mr. Roberts that it was not enforceable as such because pursuant to the Statute of Frauds 1677 a guarantee cannot be validly executed unless it is documented in writing and signed by the guarantor or an authorised representative.

I have found this a difficult factual issue to determine. As Ms. Harrison rightly identified there have been numerous inconsistences in H’s presentation of Mr. Z’s loan both in its amount, the entity to which the loan was in fact made, and the nature of H’s obligation to make payment to Mr. Z. Ms. Harrison also fairly identified contradictory evidence as to the reasons why the loan agreement of 1^st February 2021 post-dated the payment of the monies (in July/August 2020) and rightly observed that the loan agreement had a repayment date of 31^st August 2025. She also submitted that neither H nor Mr. Z advanced any cogent reason why Mr. Z received an equity stake and a repayable loan in respect of the amount invested in addition to a personal guarantee from H. She further submitted that H’s delay in replying to W’s Schedule of Deficiencies dated 21^st February 2025 – and which raised questions in relation to this alleged liability - until 9^th May 2025 was deliberate as it allowed H to have made the payment to Mr. Z before he did so. She also stated (rightly) that when H made this payment, he did so in the full knowledge that it was challenged by W and in the face of PWC’s conclusions that the recoverability from MA in respect of Mr. Z’s outstanding loan was just c. £81,000 and that it was therefore clear this was not a loan that Mr. Z could have expected to recover from MA.

Mr. Z gave evidence before me. His evidence was emphatic and robust. He repeatedly said to me that he had not come to court to lie. I accept this. It was clear that he took the process of giving evidence seriously. I am aware that the question as to whether it is appropriate for court to use the demeanour of a witness when giving evidence as a reliable aid in finding facts is a complex one (see for example Cazalet v Abu-Zalaf [2024] 1 FLR 565 per King LJ and her observations on the judgments of Lord Leggatt (as he now is) in Gestmin SGPS SA v Credit Suisse (UK) Ltd and Another [2013] EWHC 3560 (Comm) and Blue v Ashley [2017] EWHC 1928 (Comm) and the views then expressed in Kogan v Martin and Others [2019] EWCA Civ 1645 per Floyd LJ). As a result, I am cautious of the same. However, even with this caveat, Mr. Z’s request to keep the court’s copy of the Koran with him in the witness box and the fact that he held it up at various times during his evidence struck me as the act of someone who took the concept of telling the truth seriously and was not performative.

I am on balance satisfied that H and Mr. Z had a common understanding based on the verbal assurances H had given him that if the venture proved to be an unsuccessful one Mr. Z would be repaid his investment by H. The reason why Mr. Z sought such an assurance from H – namely he was unhappy with the disparate economic interests each was to have in MA despite both making the same investment – was credible particularly as it was H who decided that they were not to have equal shareholdings despite both investing the same sum (a decision which H said via Mr. Roberts during his closing submissions was motivated solely by greed on his part). Although I acknowledge Mr. Z is a very wealthy individual in his own right, his evidence that he needed the money at the time when he called in the assurance was also credible. I am also satisfied that when H told me that he considered his word to be his bond and that he would do deals on a handshake that he was telling me the truth. The fact that Mr. Z may not have been able to sue H on an oral (as opposed to written) guarantee is not the point.

In order to ‘add back’ this sum I would (as submitted by Mr. Roberts albeit disputed by Ms. Harrison) be required to make a finding of dishonesty in respect of both H and Mr. Z in relation to this issue and find that this was money that Mr. Z was not expecting to be repaid. I decline to make such findings on the evidence and as to the latter find the opposite: that Mr. Z was expecting to repaid by H if (as happened) the investment proved to be a poor one.

I also consider it relevant in this context that H operates in a relatively small business world where his professional standing relies on his reputation and that Mr. Z has been and remains (as was emphasised by H and on his behalf) integral to much of the success of Company A. He is responsible for actual revenue (£2.6 million in the last year) but also acts as an advocate for H, acting as an introducer to many of the transactions that H undertakes and being a reference for him. His support of H gives credence to his reputation. A refusal by H to honour his word (whatever the legalities of the position may have been) would therefore have endangered the future success of Company A. It would also undermine my conclusion that it is right for Company A to be valued on an earnings rather than a net asset basis. I therefore reject Ms. Harrison’s submission that any significant deleterious impact on Company A by Mr. Z’s withdrawal of support is “impossible to assess” as it is clear to me that a significant proportion of the fees received by Company A are either generated by companies in which Mr. Z has a significant interest or as a result of people to whom H has been vouched for by him.

Part of W’s evidence on this issue was that (as she alleged at paragraph 9 of her conduct statement of 1^st August 2025) “when we were at [Mr. Z’s] son’s wedding … I remember [Mr. Z] telling [H] that he would go on the stand and ‘lie’ for him. He called him his brother. This conversation was in relation to the … case which … had [been] brought against [H] …”.

I cannot find on the balance of probabilities that even if this statement was made as W says, and which is denied by Mr. Z, it undermines Mr. Z’s evidence in the way it was submitted it should do. It is of note that W specifically states the conversation related to the prosecution of H but these charges had been dismissed some three months previously (albeit in stating this I am aware that civil proceedings brought by H were to follow). Further, and in any event, Mr. Z was quite candid that he was drunk for most of the wedding (albeit the exact word he used was slightly more colloquial). He may (as he accepted) have said to H words to the effect of "Ha, you got off -- you got off” when referring to the criminal charges and “let’s celebrate you … getting off”. Ms. Harrison invited me to conclude that Mr. Z “is the kind of character who might say something of this nature”. I accept he might have done and therefore Mr. Z may be wrong in his recollection to state “as a position of fact that no discussion was made about me offeringto help in any shape or form”. However, even if it was said, I do not think it was said seriously and it was said by someone in drink. I therefore do not consider that it can bear the weight Ms. Harrison invites me to give to it on W’s behalf some eight or so years later.

In reaching this conclusion about the repayability of these monies I do not, however, absolve H of his failure to have informed W via the parties’ respective solicitors of the payment before he made it. It was a breach of his ongoing duty of disclosure to have failed to do so. Mr. Roberts candidly acknowledged this failure on H’s behalf in his oral submissions.

For completeness, I should record that I reject the submission made by Ms. Harrison that by making this payment H sought to predetermine the issue. If the payment had not been made it would have been shown as a liability by H and I would have been asked to determine its veracity. Further, if I had decided that it was not a legitimate liability I would have simply added it back as part of the computation exercise.

I therefore reject Ms. Harrison’s submission that on the evidence available I would not have found there was a liability to Mr. Z and hence “H acted pre-emptively to in an effort to tie the Court’s hands on this issue”.

H asserted that there is a further £400,000 payable in interest to Mr. Z. As W disputed the existence of an obligation to make any payment at all, she self-evidently disputed any obligation to pay interest thereon (whether the £500,000 already paid or the asserted future £400,000 payable).

I have found the obligation to make payment in respect of the £6.2 million to be genuine. I do not reach the same conclusion in respect of interest.

H made no reference to an obligation in respect of interest in his Form E. As Ms. Harrison observed in her closing submissions, Mr. K made no formal call for interest at any stage. At its highest, H’s evidence was that that a request for interest had only been “threatened”. H appears unilaterally to volunteer a payment without a call to do so. Mr. Z’s oral evidence in relation to this aspect of the loan made by him was unconvincing:

I shall therefore addback the £500,000 in interest already paid and not include the alleged £400,000 that is said to be payable.

W seeks to ‘add back’ £6.804 million.

H sold his entire shareholding in AA (8,691,541 shares) on 7^th March 2025 at a price of 37.5p per share in order partially to fund the payment to Mr. Z. This realised c. £3.26 million. H had purchased the shares for c. £3.6 million. Therefore the loss made on the shares themselves is c. £340,000.

Ms. Harrison, however, calculated the loss in a different way. She stated that the loss H crystalised at the point of disposal, if the share price at the date of Form E were to be taken, amounts to c. £6.8 million as the shares then had a base cost of £10.068 million (with H benefitting from the tax losses he crystallised on sale). On the basis the value of the shares are taken as at the date of the final hearing and not at the date of the Form E, the share price as of 6^th October 2025 was 75p/share and so would now be worth £6.519 million. This difference – of £3.259 million - is said to be the minimum sum which falls to be reattributed to the assets given H’s decision to dispose of a family asset and crystalise loses without good reason to W’s detriment.

The law in relation to ‘addback’ is well-settled. It is a species of ‘conduct’ and therefore pursuant to MCA 1973 s25(2)(g) is to be taken into account if it is “such that it would in the opinion of the court be inequitable to disregard it”. It is the second of the four situations identified in OG v AG (Financial Remedies: Conduct) [2021] 1 FLR 1105 per Mostyn J as to where conduct is relevant:

In Evans v Evans [2013] 2 FLR 999 Moylan J (as he then was) considered ‘addback’ in the context of the wife seeking to add $1.5 million to the parties’ resources. The following four propositions can be derived from his analysis:

On W’s behalf Ms. Harrison submitted as follows:

I am not satisfied that it is appropriate to ‘addback’ any (alleged) loss for the following reasons:

Ms. Harrison also noted that at the same time that H disposed of his shares in AA on 7^th March 2025, Company A was appointed as a joint broker for AA. Subsequently, H’s appointment to the board of AA as a non-executive director was announced publicly and H stated when he was appointed that he looked forward to assisting the executive management team in “delivering value for all shareholders”. Ms. Harrison submitted it was obvious that these appointments could not have been made if H had continued to hold AA shares personally and that the “obvious explanation” for H’s choice to dispose of the personally held AA shares was that he saw an opportunity to turn the business around and make money but he could not do that whilst holding shares. Accordingly, she submitted it suited H to dispose of the shares at an undervalue in these proceedings using the alleged obligation to make payment to Mr. Z as the excuse to do so but always with the intention to retain the ultimate gain in those shares (which it is said H will be able to do as it is alleged that the shares H disposed of personally in AA were acquired by a company in which H has an interest).

I do not consider that there is sufficient evidence for me to reach such a conclusion on the balance of probabilities.

If, contrary to the above, I had concluded that H had acted in a way as to justify an ‘addback’ I would not have agreed with W’s computation of the same and would have quantified the loss as being the difference between the purchase price and sale price of c. £340,000.

I should record for completeness that W’s allegations seeking the ‘addback’ of the £6.7 million payment to Mr. Z and the £6.8 million ‘lost’ in the sale of the AA shares were (rightly) characterised as allegations of ‘conduct’ pursuant to MCA 1973 s25(2)(g) which is a circumstance of the case to which the court should have regard “if that conduct is such that it would in the opinion of the court be inequitable to disregard it”. As was observed in N v J [2025] 1 FLR 571 per Peel J at [2], ‘conduct’ is “in accordance with both statute and case law, only to be taken into account if it is of a highly exceptional nature”.

It is implicit in my conclusions on these issues that I am not of such an opinion.

The published version of this judgment redacts paragraphs 165 – 176 in their entirety. They provide details of separate litigation and I am satisfied there is no way of coherently anonymising/redacting them in a way which would prevent jigsaw identification.

The conclusion of my analysis contained within these paragraphs is that:

On 28^th October 2025 whilst I was preparing this judgment in draft I received an email from H’s solicitors. It stated that he had received further clarity on his outstanding costs due to the third party in relation to his civil ligation. It said the previous figure of £1.18 million was calculated on the basis of an email from his civil solicitors (Brabners) dated 2^nd June 2025 less £500,000 he had paid on account. The email said the figure now proposed by the third party was £2.059 million and attached a letter and cost schedule on behalf of the third party confirming this.

Almost inevitably this email promoted a response from W’s solicitors. On 29^th October 2025 they said H’s solicitors had sent their email unilaterally and without any warning or prior notice. They had therefore not had any opportunity to address what was said save to state that the figures were not accepted, represent the total amount claimed which will not be the extent of the liability H will have to meet, and it was also unclear whether the £500,000 payment already made had been considered within this total.

I regret to say that it was not appropriate for H’s solicitors to email me unilaterally and without giving any prior notice to W’s solicitors of their intention to do so. The fact that a party complies with FPR 2010 rr5.7(1) and (2) (i.e. any communication on a matter of substance or procedure between a party to proceedings and the court must be disclosed to, and if in writing (whether in paper or electronic format) copied to, the other party or parties or their representatives) and pursuant to r5.7(4) copies the communication to the other party or parties, or their representatives and states it is being copied to that person or those persons, stating their identity and capacity, does not obviate the need to give prior notice to the other party and seek to agree the nature of the communication before it is sent.

I am also unwilling to adopt one updated figure (even if it is accurate) from those that were used at the final hearing. It is inevitable that to a greater or lesser degree all the figures in the ES2 were inaccurate. Figures in an ES2 are invariably inaccurate as at the date of a final hearing as updating disclosure is usually given some four – six weeks in advance. Property and stock markets move, credit and debit balances change, and fx-rates fluctuate. The figures may move in favour or against one party or the other. An ES2 therefore gives a false sense of precision and specificity: it is only ever an approximation of the parties’ assets whether a judgment is given immediately after a final hearing or is reserved for a period of time.

Against this background it would be wholly unfair to update one figure and not all of the others. I shall therefore cap the liability at the original figure of £1.18 million.

I agree with Mr. Roberts that insurance costs are an annual item of expenditure and that it is therefore wrong to include the cost – of £20,783 - as a one-off capital liability. I shall therefore not include the same.

The parties’ chattels are (on W’s side) jewellery, artwork, and cars and (on H’s side) watches, artwork, a boat, vehicle, and jewellery. The figures for some of the chattels are agreed, some are disputed, and in respect of many of W’s chattels H’s figure is said to be ‘TBC’.

This leads to incomplete figures for H’s chattels to be valued at £719,234 (per W) and £606,693 (per H) and W’s chattels to be valued at £839,233 (per W) and £44,600 (per H). The total figures are therefore £1,558,467 (per W) and £651,293 (per H).

I heard little or no evidence in relation to chattels. Although their value is not de minimis, in the context of the overall asset value in this case I shall exclude them from the computation exercise.

Such an approach is consistent with that taken in B v B [2013] EWHC 1232 (Fam), a case involving overall wealth of c. £40 million, per Coleridge J (a paragraph which had been seen and approved by the then President):

I shall deal with the mechanism for the division of any chattels which are in dispute as part of the distribution exercise below.

I therefore summarise my conclusions in relation to the assets in dispute as follows:

This leads to my overall computation of the parties’ assets (excluding chattels):

In considering distribution in a case where a substantial proportion of the parties’ assets include a value ascribed to a business I bear in mind the observation made in H v H [2008] 2 FLR 2092 per Moylan J (as he then was) at [5] that the exercise in which the court is engaged is a broad analysis and not detailed accounting and a business valuation “is no more than a broad, or even very broad, guide”. Further I also bear in mind that in Martin v Martin [2019] 2 FLR 291 Moylan LJ stated that:

This paragraph was cited with approval in PN v SA [2025] 2 FLR 938 per Cobb J (as he then was) at [165].

The five reasons why the valuation of private companies is “a matter of no little difficulty” were summarised in Versteegh v Versteegh [2018] 2 FLR 1417 per Lewison LJ at [185]. I bear all of these reasons in mind.

In BR v BR (No. 2) Peel J said in relation to ‘court discounts’:

In PN v SA per Cobb J observed at [240] that “[t]he extent of the departure from strict equality will always depend upon the individual facts of the given case; discounts of 30%, even up to 45%, have been applied” referring (at fn 64) inter alia to HO v TL, Chai v Peng, and E v L (Financial Remedies).

I therefore ask myself the question whether or not this is the “right case” (HO v TL per Peel J at[27] (iii) and BR v BR (No. 2) per Peel J at [99]) to make a ‘court discount’ when conducting the s25 exercise and, in the exercise of my discretion, allocate the resources in such a way as to reflect illiquidity and risk and whether, adopting the conventional approach if one is to be made, I ought to allocate to H (as being the party retaining the businesses) a greater share of the overall assets to provide a fair balance.

As Peel J observed in BR v BR (No. 2) at [27] it is for the court to determine whether, and to what extent, to reflect this aspect. He highlighted that it is of particular relevance whether the illiquid (or less liquid) business represents the principal asset in the case, in which event the distinction between liquid/illiquid assets may be sharper and require particular attention, or whether it is a relatively modest part of the overall assets.

Further, at [101] he said as follows:

As in BR v BR (No. 2)I have come to the clear conclusion that (i) H should retain the business interests (this is not in dispute); and (ii) there should be an overall division of all the assets as to 55% to H and 45% to W.

I have reached the conclusion that there should be a ‘court discount’ in this case for the following reasons:

I consider it appropriate to limit the ‘court discount’ to a 5% departure from an equal division and not the 10% departure sought on H’s behalf for a number of reasons.

First, I take into account Ms. Middleton’s opinion (as expressed in an answer to a question from me at the conclusion of her evidence) that a lower multiplier of maintainable earnings is not necessarily less ‘risky’ or ‘uncertain’ than a higher multiplier as the lower the multiplier the greater the potential that the valuation underplays the actual value of the company.

Further, H will retain the significant benefit of the loan notes of over £158 million with all the taxation benefits arising therefrom. This is a very significant benefit which accrued during the parties’ marriage but is one which only H will enjoy. H himself said in his narrative statement at paragraph 15 that the result of these loan notes “is likely to be massive tax savings for our family.”

In saying this I acknowledge that (i) at least in part savings in tax will be because H has made a gain in the future through his own endeavour; and (ii) the 2021 arrangements have not been tested yet with HMRC and if the time comes when H seeks to benefit from the loan notes they may well challenge the same.

I also limit the ‘court discount’ as a reflection of the fact that a significant proportion of the SJE valuation of Company A (which was a ‘sum of the parts’ valuation) consists of (i) the recoverable value (c. £8.163 million) of the loan which enabled Company A’s property to be purchased and renovated (this being the recoverable proportion assuming a £10 million valuation for the property); and (ii) consolidated investments, warrants and options (c. £6.2 million), both of which carry less risk and uncertainty.

Further, as a consequence of the restructure of Company A in May/June 2024 a transaction created a debt between H and II which obliges H to pay £15.8 million to II in seven years’ time. It is accepted by W that it is appropriate for this liability to be included in the computation of the parties’ assets but she accepts this “for accountancy adjustment purposes only” considering it highly unlikely that H will ever repay these monies and that it is more likely that H will either sell II or restructure this debt. He will of course have the benefit of the loan notes in relation thereto.I consider there is force in this submission (albeit as noted above the loan notes arrangements have not been tested yet with HMRC) and hence all or part of this debt may be a ‘paper’ one. This is a further reason to limit the departure from equality in the way that I have done. I should record in this context I was not asked on W’s behalf to make a future contingent lump sum should all or part of this debt not be payable.

If H’s liability to the third party exceeds the figure that I have ‘capped’ it at then an additional consequence of the departure from equality is that he will have additional funds from which to meet the same.

For completeness I should record I reject the submission made by Ms. Harrison that the “conservative approach to computation adopted across the board by PWC creates an obvious unfairness to W if it were to be discounted further on distribution.” If W wished to challenge PWC’s figures as being conservative it was open to her to seek to do so. In my view Ms. Middleton was balanced and even-handed: this is not the same as being (unduly) conservative.

On the basis that I have calculated the overall assets to be c. £89.5 million this will be a division of c. £49.23 million to H and c. £40.28 million to W.

I am conscious I have included in this calculation H’s two pensions with combined CEs of £112,057. In SJ v RA [2014] EWHC 4054 (Fam) Nicholas Francis QC (sitting as a Deputy High Court Judge) stated at [83]“[t]he recent well publicised changes to pension regulations will mean that pension investments are virtually to be treated as bank accounts to people over 55, as these parties are” and the second part of this paragraph (but not this sentence) was cited with approval in CMX v EJX (French Marriage Contract) [2023] 2 FLR 14 per Moor J at [49]. However, not even defined contribution/money purchase pensions – as these two are - are akin to bank accounts as tax must be paid at marginal rates if they are encashed. However, notwithstanding this, given their de minimis value in the context of this case, it is fairer to include the pension figures rather than exclude them. Further, to offset their value would lead to only a marginal change in the figures and the likely cost of implementing a pension sharing order in respect of these two schemes would clearly outweigh the benefit.

In H v H Moylan J (as he then was) stated at [122] that “[i]t is trite to say that the pivotal factor in every case is to ensure that the award is fair” and that “[o]nce the relevant building blocks have been assembled into a provisional structure, it is in my view essential to undertake a global assessment of the fairness of the proposed award”. Having undertaken this global assessment I am satisfied that an overall division of all the assets as I have found them to be as to 55% to H and 45% to W is a fair outcome for both parties.

As part of the distribution exercise H wishes to retain CC. W seeks that it be sold.

Neither party referred me to any authority on this issue. I am aware of two of potentially relevant authorities: Ross v Ross [1989] 2 FLR 257 per Sir Roger Ormrod (giving the judgment of the Court of Appeal) and Fisher-Aziz v Aziz [2010] EWCA Civ 673 per Thorpe LJ. Both cases consider in what circumstances the order for sale power should (or should not) be exercised in favour of a party.

In Ross v Ross the judge permitted the wife to remain in a property (from which she ran a business) and ordered a charge on the property of 25% be executed in the husband’s favour, not to be enforced until one of four events took place, namely the wife's death or remarriage or cohabitation or the youngest child attaining 18. The final order provided that the wife charge the property with payment (on the day of realisation) of 25% of the net proceeds of sale. The wife offered to buy out the husband's share but he refused to agree and insisted on a sale of the property by auction. The wife contended that the charge should provide her with a right to pay off the husband's interest instead of a sale and the husband insisted on a sale by auction. On an application to settle the terms of the charge, the recorder concluded that the words of the order provided for a sale of the property. The wife’s appeal was allowed on the ground inter alia that it was plainly wrong to make an order forcing the sale of the property which was the home of the wife and children when it was quite unnecessary to do so and when it was possible to devise an alternative method of valuing the husband’s interest.

In Fisher-Aziz v Aziz both parties had sought the transfer of the FMH into their respective sole names. The property was subject to both a mortgage and a charge to secure the husband's business borrowings. The children were spending broadly similar amounts of time with each parent. The first instance judge ordered the sale of the FMH. She refused to order a transfer of the property to the wife, on the ground of impracticality: at the time the wife had no means to pay the mortgage or to release the charge securing the company borrowing. The district judge refused to order a transfer to the husband because that would deprive the wife of her entitlement in the property. Both parties appealed. In essence Black J (as she then was) dismissed both appeals. She upheld the decision to order a sale of the property concluding that this was essential to sustain the complex family financial structure, given both the scarcity of the family's resources and the pressing need for the parties’ debts to be discharged to secure a future income for the business. The wife appealed and before the appeal hearing, the wife's mother died, leaving her £250,000.

The appeal was allowed. Thorpe LJ stated as follows:

I accept (i) from Ross that if one party can buy out the other party’s deferred charge in preference to it being realised by way of a sale they may do so; and (ii) from Fisher-Aziz that preserving the home is a legitimate aspiration in preference to a sale having primary regard to the interests of any relevant children; and therefore (iii) the two cases provide authority for the proposition that a sale ought not to be ordered in such circumstances unless required financially (such as to release the other party from the mortgage or charges).

Such circumstances do not arise in this case as the financial consequences are purely accountancy ones.

The facts of this case are also very different: there are no relevant children and there is no mortgage or charge from which W requires to be released. In essence W seeks a sale because she considers H to be significantly ‘over-housed’ particularly in contrast to the value of her own home (£2.2 m) and considers that it should be the source of the lump sum payments that are to be made to her. In closing, Ms. Harrison submitted that the question of sale of CC was linked to the value of the property in that as there was a dispute as to its value the market should decide and W should not be penalised by my use of a figure at or close to the one H contended for. When pressed by me, Ms. Harrison accepted that the consequence of her position was that if I adopted the value contended for by H then there should be a sale but if I adopted the value contended for by W then there would be no prejudice to H by the property being retained by H. H wishes to do so because he considers it now to be his home and intends to borrow against the property to fund the lump sum.

MCA 1973 s24A(2) states:

An interesting legal question arises as to whether if the court orders a sale one party (or indeed both parties) can be prevented from purchasing it. Given that the court may make such consequential or supplementary provisions as it “thinks fit” and, without prejudice to this generality, can require the property “to be offered for sale to a person, or class of persons, specified in the order” querywhether this includes not offering the property for sale to a person or class of persons – i.e. here excluding H from having the property offered to him if there were to be an order for sale.

I am not aware of any direct authority on this point. My view is, however, that court does have such jurisdiction given the unqualified breadth of the ability to make additional provisions (both due to “as the court thinks fit” and “without prejudice to the generality of the foregoing”). In my view the sub-paragraphs do not thereafter fetter (in the sense that they narrow) the breadth of the power. They provide examples as to what the court may do but nothing more. If I were to order a sale of CC I therefore consider that I could prevent H from purchasing the same.

I disagree with Ms. Harrison that the question of a sale should be linked to which of the parties’ valuation figures I adopt. Whilst I accept that ultimately the value of a property is what someone will pay for it on the open market, the whole point of valuation evidence in this context is to get an expert opinion as to what the value is without the need for it to be sold. The court considers competing valuation evidence (if there is such a dispute) and then adopts the figure that it considers most likely to be accurate. This does not “prejudice” anyone.

As can be seen from the aforesaid I have adopted the most recent valuation put forward by Survey Spain. This is the figure that I consider to be accurate. If H wishes to retain this property then I see no reason why he should not be able to do so. However, if he is unable to raise sufficient sums against this property to pay W the lump sum(s) by the date that is agreed by the parties or which I shall decide upon (in default of such agreement) it shall be sold by way of a deferred order for sale.

I note in this context that H states that he is able to raise £10 million by the end of the year but would require time thereafter to raise any further amounts.

Each party will retain their personal possessions and effects. As to the division of their other chattels I hope that these can be divided by agreement. If and to the extent this is not possible, the parties shall adopt a practice akin to that first outlined in K v K (Financial Relief: Management of Difficult Cases) [2005] 2 FLR 1137 per Baron J at [32]-[34] and therefore prepare a schedule of items that are in dispute and are then to make alternate choices of items they wish to retain/receive. If there are chattels which neither party wishes to retain then these are to be sold and the proceeds divided equally.

H invites me to give a specific direction that W facilitate the return to him of a Black Rolex watch. The background to this is that in her oral evidence W (for the first time) stated that some years ago now she had passed the watch to the parties’ daughters. Her explanation for doing so was she was trying to broker a “very fragile reconciliation” between them and H. She hadn’t subsequently asked them where the watch was for two reasons namely (i) if she asked where it was and could they send it back,this would be detrimental to their relationship withH as they may say in terms he did not want to bepart of their lives but only asked them for his watch back; and (ii) if H directed his anger aboutthe watch to her, it wasn’t going towards the children. W further stated that she thought that in time the watch would find its way back to H and that she actually thought it was a nice thing to have done because if and when the children met with H they could say "Here'syour watch, dad. Mum asked us to give it to you”.

In light of this evidence, which was not challenged, I am not going to make the direction sought. I hope, as W stated, that in time the watch is returned to H by the parties’ children as part of a reconciliation between them.

Other

There are a myriad of other factual issues between the parties, criticisms of the experts, and areas where it was said each’s credibility was undermined that I have not referenced above. I repeat what I said at the outset: it would have been impossible for me to do so in this judgment. However, all that I read and was said to me has been borne in mind in my analysis of the evidence and the conclusions I have reached.

In my judgment of 24^th July 2025 I (i) recorded I had already reserved the costs of the other applications I determined on 15^th July 2025 to be dealt with at the final hearing on the basis that it was not appropriate for me to determine the same prior to my determination of H’s Daniels v Walker application; and (ii) reserved the costs of that application to the final hearing.

My provisional view is that W is likely to be entitled to her costs of H’s unsuccessful Daniels v Walker application (which is governed by FPR 2010 r28.2 and is therefore a so called ‘clean sheet’ application). There have also been a number of other interim applications to which r28.2 applies. The financial remedy application itself is governed by r28.3 and hence pursuant to r28.3(5) the general rule is that the court will not make an order requiring one party to pay the costs of another party (albeit the court may do where appropriate because of the conduct of a party in relation to the proceedings). The parties’ paid and unpaid costs have of course been factored into the net assets.

If the position as to costs cannot be agreed between the parties I will determine the same. However, the parties should know that I may require an attended hearing in order to do so and in any event the costs incurred in my determining the issue of costs are likely to be ‘at large’.

I shall leave it to counsel in the first instance to draft (and hopefully agree) an order which gives effect to this judgment and divides the parties’ assets in the proportions as I have found them to be. Depending on the nature of any drafting issues that do arise, I may again require an attended hearing in order to resolve the same.

Consideration will need to be given to appropriate security for the series of lump sum payments which are to be made. This is something that both parties consider (and I agree) to be appropriate on the facts of this case but I acknowledge that the precise mechanics of this is likely to be complex. There will also need to be a number of indemnities including (as offered) one by H in relation to the taxation in Spain.

Having carried out the “balancing exercise” espoused in Re S (A Child) (Identification: Restrictions on Publication) [2005] 1 AC 593 which has regard to the interests of the parties and the public as protected by ECHR Articles 6, 8 and 10, as considered in the particular circumstances of the individual case, I consider that it appropriate for this judgment to be published on a fully anonymised basis.

I circulated this judgment to the parties in draft on 5^th November 2025 and received suggested editorial corrections and requests for additional anonymisation on 19^th November 2025. I have made all the editorial corrections identified and made additional anonymisations where appropriate.

As a consequence there are two versions of this judgment: one which I have provided to the parties and which contains much that is anonymised and a second one which in addition redacts paragraphs 165 – 176 in their entirety and in which several smaller consequential amendments have also been made.

There is a balance to be struck between seeking to achieve the purpose of anonymisation and ensuring that the judgment remains coherent. I am satisfied the published version of the judgment strikes that balance.

I have also amended the draft judgment to provide clarification on two points raised on H’s behalf.

By way of requested clarification on W’s behalf I confirm that two businesses, DS and OE, are to be transferred to her with a combined value (inclusive of loans) of £3.973 million. Transfer of these businesses was sought in W’s open proposals and offered in H’s open proposals. I therefore confirm that the balancing lump sum payable by H to W is £24,751,666 as calculated in the ‘net effect’ schedule sent to me on W’s behalf.

W’s counsel identified a number of outstanding issues which I will be invited to determine namely (i) the nature and extent of the indemnities that H should be required to extend to W in respect of the loan notes he will retain; (ii) the terms of security for the balancing lump sum which will be consequent on the court’s ruling as to the timing of the payment(s) and the requirement for any default orders for sale in respect of H’s business assets; (iii) the mechanics of the payment of the outstanding Spanish tax liability; (iv) the timing of the balancing lump sum to be paid to W, including the terms of any default order for sale in respect of CC; and (v) costs.

It may be that some of these issues are capable of agreement between the parties. If and to the extent that they are not agreed I shall determine the same at a further hearing.

That is my judgment.