Christopher Gary Hoole v Meredith Charles Limited & Ors

This judgment is set out as follows:

Mr Hoole is the claimant. He is a financial intermediary. The first defendant (“MCL”) is a company. It is also a financial intermediary. Its owners and, at the material times, directors were Mr Bold and Mr Gabriel, the second and third defendants. The fourth defendant, Mr Bryce, is a financial trader. He is a director and an owner of the fifth, sixth and seventh defendants. Those defendants are companies that are in the same group as each other (the “Pardus Companies” or “Pardus”). The fifth defendant (“Pardus Property”) is a company that provides services to the sixth defendant. The sixth defendant (“Pardus Capital”) is a special purpose vehicle created to issue a bond (the “Pardus Bond” or the “Bond”). The money raised in the Bond was to be used to trade in securities and commodities. The seventh defendant (“Pardus Wealth”) provided services to Pardus Capital. The Pardus Companies had different names at different stages. I will use their current names in this judgment. I will also use the generic name “Pardus” except where the identity of the specific company is important. All the parties were, at the material times, present in England. Mr Bold has recently moved to Portugal and Mr Bryce has recently moved to Dubai.

Mr Gabriel, the third defendant, settled the claim against him before the case came to trial. He was called as a witness.

Other relevant people and companies in this case include:

Pardus Property appointed MCL as a “master introducer” to find investors for the Pardus Bond (and other financial products) under a contract dated 26 February 2019 (the “MCL/Pardus Contract”). Pardus Property agreed to pay commission to MCL for finding investors.

MCL appointed Mr Hoole as a “sub-introducer” under a contract dated 7 March 2019 (the “Hoole/MCL Contract”) to find investors who MCL could then introduce to Pardus. MCL agreed to pay commission to Mr Hoole for introducing these investors. MCL agreed to pay significantly less to Mr Hoole than they received from Pardus; MCL thus anticipated making a significant profit on the introduction.

Mr Hoole says that, in breach of contract, MCL has not paid him some £800,000 commission that it should have paid. He says that this is because the other defendants unlawfully caused MCL to breach its contract with him.

MCL says that it does not owe Mr Hoole any money under the contract because it agreed with him a full and final settlement of all his claims for commission under the Hoole/MCL Contract in return for a payment of £65,000, which it paid. Mr Hoole denies there was any such agreement.

The other defendants say that even if MCL is in breach of its contract with MCL then they are not liable to Mr Hoole for that.

The defendants were unrepresented at trial. They had been legally represented throughout the pre-action correspondence, during the proceedings and until October 2023 (in the case of Mr Bryce and the Pardus Companies) and December 2023 (in the case of Mr Bold). At various points the defendants also had a significant degree of common legal representation, notwithstanding their differing interests.

The defendants often made statements when cross examining witnesses that were submissions. They also gave what seemed like witness evidence when making their submissions. I wanted to ensure that they had full opportunity to put their case and so allowed them as much leeway as was reasonable on this. By the conclusion of the trial I had as a clear an understanding as possible of their evidence and their submissions.

There have been a number of very unsatisfactory matters in the proceedings for this case. These include:

The majority of these matters will impact on decisions to be made at the hearing of consequential matters. I will address them in more detail at that hearing. The fake documents were, however, directly relevant to my determination of the issues in this case. I have set out more detail about those fake documents in the section on evidence below.

The court heard evidence from five witnesses. Their detailed evidence is set out later in this judgment. My overview of their evidence is as follows.

Mr Hoole’s evidence was straightforward, not least because many of the factual disputes in this case related to conversations or events to which he was not party or where he was not present. There were, however, several key matters where the evidence of Mr Hoole and others was different. I deal with my assessment of that in detail below.

My assessment was that Mr Bold was as careful as he could be not to lie under oath; he was aware of the consequences of a possible charge of perjury. He often said he was unable to remember things where the answer would have (a) damaged his case if his answer had been truthful and (b) would probably have been shown to be untrue if he lied. I also formed the view that Mr Bold would not answer questions if a truthful answer would have implicated Mr Bryce. Mr Bryce/Pardus had agreed to pay money in the future to Mr Bold which Mr Bold perhaps was concerned would not be paid. Mr Bold was also well aware of the litigation Mr Bryce had brought against Mr Gabriel seeking returns of large amounts of money said to be “owed” to Pardus after Mr Gabriel turned against Mr Bryce.

Mr Gabriel has settled the claim by Mr Hoole against him. His witness statement was given prior to that settlement. His witness evidence at trial differed to a degree from what he said, or did not say, in his witness statement. His evidence at trial seemed generally to be consistent with the contemporaneous documents. He also acknowledged matters that did not show him in a favourable light. He accepted, for example, that he personally was a key driving force in wrongly causing MCL not to pay Mr Hoole any more money.

Mr Gabriel was being sued by Mr Bryce and/or the Pardus Companies. This related to the basis on which Mr Gabriel had left Pardus. Mr Bryce made allegations at various points about Mr Gabriel’s behaviour when at Pardus. Mr Gabriel said that Mr Bryce was making up the allegations in order to get money back from, and exercise leverage over, Mr Gabriel. I bore in mind the clear animosity between Mr Gabriel and Mr Bryce when assessing their evidence.

Mr Bryce spoke quickly. When he was in full flow he was hard to stop, whether that was to clarify what he was saying or to bring him back to the relevant question. This was probably more difficult than usual as he was giving evidence via videolink. He did not react well when he was challenged and became quite confrontational. I found his evidence problematic. It often directly contradicted evidence he had given in his witness statement, or the position in his pleaded defence, or what he had said just moments before in his evidence. Ultimately, he seemed to me to be quite happy to say whatever suited him at a particular time. He did not seem concerned if he said something completely different later.

Mr Courtney-Cook started work with Pardus in 2022 having been in sporadic contact with Mr Bryce since late 2018. His evidence was, in my judgment, largely straightforward and truthful. It was uncontroversial but did not go to the heart of the issues in this case. He mainly gave evidence that things might, or might not, have been discussed. He was largely unable to recall whether they actually were discussed or, if so, what the contents of the discussion were.

The court was provided with hundreds of pages of text and Whatsapp messages. Those were largely between Mr Bryce, Mr Gabriel and Mr Bold. The messages are direct evidence of what was, and what was not, being discussed at the relevant times.

The messages were full of comments that were explicitly racist, explicitly homophobic and explicitly misogynistic. The messages included pornography that the participants were sharing with each other. The language regularly contained swear words that many people would find extremely offensive.

Whilst the messages and language were often shocking, that was not in itself generally relevant to the matters in dispute. At certain points however, the language seemed to me to indicate the defendants’ attitudes towards (a) other people with whom they were dealing and (b) the legal rights of those people.

There was little email evidence. Indeed, the defendants only disclosed some five emails that they said were relevant during the entirety of the period in question. Mr Bryce said that this was because they said that their business was discussed by Whatsapp or text, or by phone, or in the pub. Mr Bold contradicted this. He said there were only five emails because he no longer had access to the MCL email account, and that his Pardus emails had been on a laptop that was stolen.

Other documents that were relevant included correspondence from regulators, bond offering documents, bank statements and invoices.

By the time of the trial Mr Bold, Mr Gabriel and Mr Bryce each admitted that they had created false documentary evidence. These admissions were extracted from them slowly and painfully. It did not seem to me that even by the trial they understood, let alone accepted, the seriousness of what they had done.

I view the creation and presentation to the court of these fake documents by these defendants as extremely serious. Modern technology perhaps makes it easier to create false documents and a false evidential trail than it has been before. It is absolutely vital, however, to the functioning of the judicial system that parties (a) fully understand that they must present truthful evidence to the court and (b) actually present truthful evidence to the court.

The first fake document that was created was a letter purporting to terminate the Pardus/MCL Contract (the “Fake Termination Letter”). It was created on 31 March 2020. It was fake because it was backdated to 1 March. Mr Hoole said it was backdated to cover up the fact that Mr Bryce, Mr Bold and Mr Gabriel were on 31 March 2020 concocting a story to avoid paying Mr Hoole commission he was due. The letter was also fake because it included a purported reason for terminating the Pardus/MCL Contract which the defendants now accept was not the real reason.

At 11.45am on 31 March 2020 Mr Bold sent the Fake Termination Letter by email to Mr Hoole. That letter was from Pardus Property (on notepaper headed “[Pardus] Capital wealth management”), was addressed to MCL and was dated 1 March 2020. The letter stated:

The defendants represented that this letter was genuine for a considerable time. On 29 March 2021, for example, Mr Bryce signed a letter from Pardus Capital to Mr. Hoole’s solicitors on behalf of itself and the fourth to seventh defendants. The letter said:

Pardus and MCL changed their position entirely in their defences in July 2022. They said that the Fake Termination Letter was not a genuine record of the termination of the Pardus/MCL Contract. They said that the Pardus/MCL Contract had not been terminated in March 2020 at all. They claimed instead that the purpose of the letter had been to “save face” in relation to a termination that allegedly happened in January 2020.

They did not, however, admit they had created the letter on 31 March 2020 and backdated it; they still said it was genuinely written on 1 March 2020. Mr Bold was still claiming on 22 December 2023 in his witness statement that the letter was a genuine “formal letter of termination of [MCL’s] agreement with [Pardus]” and had been issued on 1 March 2020.

It was only when the full texts and messages between the defendants were disclosed in very late 2023 that it became clear that the letter had been backdated. The relevant texts between Mr Bryce, Mr Bold and Mr Gabriel were as follows:

Mr Bryce initially continued to maintain at trial that the Fake Termination Letter was written to “save face”. He said that it was necessary to avoid further threats from Mr Hoole. The fundamental flaw in Mr Bryce’s explanation was exposed in cross examination. Mr Bryce admitted he had written the Fake Termination Letter before he had allegedly received the threats from Mr Hoole. He clearly, therefore, did not write it to “save face” in relation to those threats. Despite this, and the text evidence above, the most Mr Bryce would accept in cross examination was “Maybe I have got the timeline wrong. I don’t know. For that I am sorry. So if it’s wrong, it’s wrong”. Any contrition Mr Bryce was feeling does not seem to have lasted long, however, because Mr Bryce then almost immediately said “But that’s how I saw it and that’s how I played it “.

Eventually in cross examination Mr Bryce accepted “well, alright so I backdated it to 1 March.”. He still failed to accept the importance of this, asserting that “It’s still well after the event. It doesn’t make any difference”.

MCL admitted at trial that they had also created fake invoices (the “Fake Invoices”). This was to try and cover up how much MCL had been paid by Pardus in January 2020 for investors introduced by Mr Hoole.

MCL had sent real invoices to Pardus in January 2020. Pardus had paid those invoices. MCL subsequently argued, however, that it only had to pay Mr Hoole if it had been paid by Pardus. Independent auditors were therefore appointed in late 2020 to calculate how much MCL had been paid by Pardus. MCL then created fake invoices to mislead those auditors about the true amount.

Mr Bold admitted that fake invoices had been created. He said at trial that “It cannot be denied that the action of tampering with …invoices is extremely improper and MCL concedes that”. Mr Bold seemed to accept that he had been involved in creating them. He would not, however, say who else had been involved. He said in evidence that “I am not confirming or denying that anybody was involved”.

Mr Bryce denied being involved in the creation of the fake invoices. There were, however, two key pieces of evidence that undermined Mr Bryce’s denial.

The first piece of evidence is the following text exchange. It dates from February 2021. It was in the period when the auditors were gathering evidence to calculate how much MCL had been paid.

There was no real invoice to Mr Hoole, MCL or Pardus dated or settled around February 2021; the last invoices and payment had been in January 2020. In his witness evidence Mr Bryce was unable to provide any explanation of the text conversation above. He simply denied ever having received any letters or documents at his home address.

The second piece of evidence is the fact that the fake invoices were disclosed by Mr Bryce himself. Mr Bryce was unable to explain how he had possession of the fake invoices. It is hard to see how he came to have possession of fake invoices created in 2021, having paid the real ones in 2020, unless he had also been involved in 2021 in creating the fake invoices.

There was further evidence that Mr Bryce was involved in the creation of false invoices. In texts on 20 October 2020 he said:

In this case, the defendants created fake documents. They also admitted that they had not been truthful at various points in the correspondence and proceedings. This does not, however, mean that everything they said was untrue. It is perfectly possible for someone to tell the truth about one matter and to not tell the truth about another matter, whether deliberately, inadvertently or through the fallibility and bias of human memory. It was important to consider each factual question carefully to ascertain what had actually happened. In doing so I bore in mind, in particular, the observations of Males LJ in Simetra Global Assets Ltd v Ikon Finance Ltd: (Footnote: ¹)

I also bore in mind the observations of Leggatt J (as he then was) in Blue v Ashley (Footnote: ²)

Ultimately, where the evidence from witnesses differed to other witness or documentary evidence, I considered carefully all the relevant evidence including the presence, and absence, of relevant documents and text/Whatsapp messages. I have set out below my conclusions on each of the disputed factual matters.

I now turn to the substance of the case. There are two core issues:

Mr Hoole says this is a simple claim for the commission payable to him by MCL under the terms of the Hoole/MCL Contract.

MCL said that it reached a binding agreement with Mr Hoole on 11 January 2020 in which he agreed to waive all future rights to commission of just under £800,000 in return for payment of £65,000 (the ”January 2020 Settlement Agreement”).

There was no explanation of when or how MCL said it had actually terminated the Hoole / MCL Contract or, indeed, whether it had actually terminated it.

In the period that followed, Mr Hoole’s solicitors pointed out to MCL the following clause in the Hoole/MCL Contract :

Mr Hoole’s solicitors also pointed out that a listing of the Pardus Bond was specifically contemplated in the offering memorandum and so the purported reason in the Fake Termination Letter made no sense. They finally directed MCL to the clause in the Hoole/MCL Contract which required MCL to act in good faith towards Mr Hoole. They said MCL had breached this clause and therefore MCL was liable under the contract in any event.

MCL then changed its position. In its defence in July 2022 MCL said that the Hoole/MCL Contract had not been terminated by the Fake Termination Letter. It had in fact been terminated by the January 2020 Settlement Agreement. MCL maintained that general position until the conclusion of the trial. The exact people said to be involved in making the January 2020 Settlement Agreement and when it occurred were, however, not always consistent.

The legal test as to whether a binding agreement had been reached was not disputed. The only dispute was a factual dispute as to whether Mr Hoole and MCL had on 11 January 2020 reached an agreement that if MCL paid Mr Hoole £65,000 then Mr Hoole had no further entitlement to commission.

The only evidence of the existence of the January 2020 Settlement Agreement came from Mr Bold. He gave different versions on behalf of MCL at different times of who agreed the settlement and when.

In its defence MCL said that at a meeting in early January Mr Gabriel and a representative of Mr Hoole (who they now identify as Mr Myers) agreed in principle that a full and final payment of £65,000 would be made to Mr Hoole. There was then a telephone call between Mr Hoole and Mr Gabriel in which the terms of that settlement were agreed. There was a further call on 11 January 2020 between Mr Bold and Mr Hoole in which Mr Hoole confirmed the settlement. Mr Bold maintained this position in his witness statement.

In his submissions Mr Bold presented events differently. He continued to say that Mr Gabriel had agreed with Mr Hoole that if MCL paid £65,000 then Mr Hoole would have no right to any more commission from MCL. Mr Bold now said that he had then called Mr Hoole who, in complete contrast to MCL’s position in the defence, denied to Mr Bold that he had agreed a full and final settlement with Mr Gabriel.

Later in his submissions Mr Bold presented another version of this call. Mr Bold said that he had told Mr Hoole on the telephone that the agreement had already been terminated by an agreement between Mr Myers and Mr Gabriel at the meeting which preceded the call.

Mr Bold provided no real explanation as to why Mr Hoole wished in January 2020 to accept £65,000 in lieu of the full amount of commission of almost £800,000.

Mr Hoole denied having any call with Mr Bold or meeting or call with Mr Gabriel in which he agreed to accept £65,000 in full and final settlement of his commission claims for almost £800,000. He said that MCL paid him £65,000 in January 2020 as part of the commission that he was due from MCL. He said that he had not been paid as much as he expected that quarter because Organic had not put as much money into the Pardus Bond as everyone had expected. He said the £65,000 was not a full and final settlement of all his claims for that quarter (for which his contractual entitlement was £113,250), let alone a waiver of future commissions of some £800,000. He said he expected to be paid the balance of money he was due from MCL.

Mr Gabriel gave some evidence in his witness statement on the topic. It was vague. It did not mention any specific meetings or calls. He said that he was not party to any conversations with Mr Hoole. In witness evidence he was asked briefly about this topic. His evidence was that he recalled discussing the £65,000 with Mr Myers at a meeting. He said that the reduced payment was related to the £120,000 that Organic had not invested as hoped. Mr Gabriel confirmed that Mr Hoole was not at the meeting. Mr Gabriel gave evidence that there was a further meeting scheduled with Mr Hoole, or possibly Mr Knight or Mr Myers, to discuss further fees payable to Mr Hoole. The meeting was cancelled when the pension regulator intervened in the Organic pension fund.

Mr Hoole sent an invoice on 11 January 2020 to Mr Bold at MCL. The invoice does not refer to the fees being on “full and final settlement”. It was “In respect of commission due”. MCL did not send any email or other reply indicating that payment was in full and final settlement. The invoice was paid by MCL on 13 January 2020.

On 8 February 2020 Mr Bryce texted:

Mr Hoole contacted Mr Bold around 31 March 2020 to ask for his next commission payment from MCL. Mr Bold did not reply saying that Mr Hoole had already agreed that MCL had paid him all the commission he was due. Instead, he suggested Mr Hoole talk to Mr Bryce.

Mr Hoole therefore contacted Mr Bryce by Whatsapp on 31 March 2020: “Morning Greg…Chris Hoole here, I’ve been referred directly to by Mike from Meredith Charles regarding quarterly introducer payments would it be possible to speak with you today? and if so what time would be convenient?”

These were chats that did not include Mr Hoole. The participants are likely to have been open with each other about the position with Mr Hoole. None of the above messages, however, include any reference to the alleged January 2020 Settlement Agreement.

Mr Hoole emailed Mr Bold on 8 April 2020 to chase up payment of commission he said he was owed by MCL:

Mr Bold replied on 10 April:

There is again no reference in the above emails to the alleged January 2020 Settlement Agreement.

In my judgment, the inescapable conclusion from the evidence is that Mr Hoole and MCL did not agree on 11 January 2020 that Mr Hoole would waive his rights to almost £800,000 of commission if he was paid £65,000 that month. Mr Bold’s claim that there was such an agreement is, in my view, a complete fabrication. He created this claim at some point between May 2020 and July 2022 when he realised that MCL’s previous excuse for not paying Mr Hoole was not going to work.

In reaching this conclusion I place particular weight on the following evidence:

The witness evidence reinforced the conclusions I drew from the above documentary evidence. Mr Hoole and Mr Gabriel’s evidence, which I found credible and consistent, confirmed that there was no agreement between MCL and Mr Hoole in January 2020. This contrasted to Mr Bold’s evidence which was inconsistent as to who had agreed the settlement and when.

Mr Bold, on behalf of MCL, appeared to confirm in submissions that MCL’s only defence was the January 2020 Settlement Agreement. There were several other possible defences mentioned at various points in the proceedings which I will, for the sake of completeness, address.

In its defence MCL pleaded that the Pardus/MCL Contract had been terminated in January 2020. MCL said at paragraph 35 (iii) that no further commission was therefore payable to Mr Hoole. This was followed by the statement, also in 35(iii) that the termination of the Pardus/MCL Contract was not “as a result of any wrongful act on the part of MCL”. This completely contradicted the assertion that the Pardus/MCL Contract was terminated by Pardus for repudiatory breach. There was no explanation of the legal basis for MCL’s assertion that termination of the Pardus/MCL Contract would mean that no commission was payable to Mr Hoole. MCL did not make any submissions in support of this at trial. As it was included in the original defence, I will, however, record my conclusions on it.

I have determined at paragraph 154 below that the Pardus/MCL Contract was not, as a matter of fact, terminated in January 2020. Even if it had been, clause 12.2 of the Hoole/MCL Contract requires MCL to give Mr Hoole written notice of termination of the Hoole/MCL Contract if MCL wishes to rely on termination of the underlying Pardus/MCL Contract. There was no evidence of any such written notice before the court.

Even if such written notice had been given then clause 3.13 of the Hoole/MCL Contract states:

There was some reference to the Hoole/MCL Contract purporting to limit the obligation to make payment to Mr Hoole to amounts received by MCL from Pardus. As a matter of fact MCL received £111,068.10 in January 2020 from Pardus in relation to Organic. MCL only paid £65,000 to Mr Hoole. That left a shortfall of £46,068.10 payable to Mr Hoole. MCL also received payments from Pardus that were not payable to other sub-introducers of at least £109,441.00 (in June 2019) and £174,783.64 (in September 2019). There is some evidence of other payments from Pardus to MCL such as the £35,000 in January 2020 referred to in Whatsapp messages. The full details were not before the court but the total seems to have been at least £300,000 that was received by MCL from Pardus which did not relate to other sub-introducers, and was not paid to Mr Hoole.

More fundamentally, clause 4.1 of the Hoole/MCL Contract requires MCL to act in good faith towards Mr Hoole. It has plainly not done so, for the reasons set out in the rest of this judgment but including:

Consequently, Mr Hoole has a claim for breach of MCL’s obligation of good faith. The amount of that claim would equal any amount of commission that he has wrongfully not been paid by MCL. In other words, even if MCL’s pleadings, properly construed, provide them a defence to Mr Hoole’s primary claim for commission then Mr Hoole can in any event claim that amount for the breach by MCL of their obligation of good faith.

I note for completeness that Mr Bold also said in his final submissions that he thought MCL had been entitled to terminate the Hoole/MCL Contract in July 2019. He went on to say that MCL had not terminated it as it was in MCL’s financial interests to carry on with the contract. He said he was not relying on the right to terminate because they had not actually exercised that right.

None of the defences put forward by MCL have been successful. Mr Hoole has therefore succeeded in full in his claim against MCL for breach of contract. I deal with the consequences of that below.

This question is more complex than the question of whether MCL is in breach of the Hoole/MCL Contract.

Mr Hoole says that Mr Bold, Mr Bryce and the Pardus Companies are liable to him for:

Mr Hoole need only establish that a particular defendant is liable to him for one of these torts, which were all pleaded in the alternative.

The following other legal issues arose:

These claims were set out in the Particulars of Claim, at which point all the defendants were legally represented. By the time of the trial they had all ceased to be legally represented. Mr Russell, for the claimant, was in my judgment very fair in making sure that the court had before it all relevant legal authorities and principles.

Each of the defendants had a different role in the case. The claim and defences used the phrase “joint venture” at various times. That phrase did not really assist in the legal analysis. It was instead necessary to consider the behaviour of each of the parties at the relevant times in relation to the specific tests for each of the separate torts that were alleged.

As set out above, MCL changed its defence during the proceedings to the breach of contract claim by Mr Hoole. The other defendants did the same in relation to the claims against them.

In pre-action correspondence the defendants asserted that the Pardus/MCL Contract had been validly terminated by the Fake Termination Letter. They said that Pardus and the other defendants could therefore not be liable to Mr Hoole as all Pardus had done was lawfully exercise its contractual rights.

On 29 March 2021 Pardus Capital maintained this line of defence. It wrote to Mr Hoole’s solicitors, explicitly on behalf of itself and the fourth to seventh defendants. Mr Bryce signed the letter. The letter said:

In July 2022 the fourth to seventh defendants changed their position. In their joint defence they now asserted that:

The defence further asserted that even if Pardus had not been entitled to terminate the Pardus/MCL Contract, Mr Bryce honestly believed at that time that he was entitled to do so.

The defendants still claimed that the Fake Termination Letter had been sent on 1 March 2020.

All the defendants denied:

Mr Bold in his capacity as second defendant made similar arguments in his defence. He referred to the Pardus/MCL Contract being terminated by Mr Bryce because “the intervention of the Pensions Regulator was damaging to the reputation of the Bond”.

Shortly before the trial the second and fourth to seventh defendants attempted to raise a different defence. They made no application, however, to amend their pleaded defence. They seemed to argue that they had no liability to Mr Hoole because Mr Myers had been involved in the Organic Pension scheme. This had somehow caused Pardus to terminate the Pardus/MCL Contract for repudiatory breach. This purported defence was not in their pleadings; Mr Myers was not even named in any defence. This purported reason was not clearly put forward by any defendant until late 2023.

The following section sets out the key evidence that relates to the claim against the second, and fourth to seventh defendants. Some of it is relevant background and some of it is necessary to determine the claim. I have grouped it by subject area and in chronological order where possible.

In order to understand the behaviour of the parties in January 2020 it is useful to set out some background information about the Pardus Bond.

Pardus set out the terms available to those investors in a Bond Offering Memorandum dated 2 October 2018 (the “Bond OM”). That document was not issued by an authorised person. The Pardus Bond was described as “unregulated” and “only suitable for exempt persons” including sophisticated investors and high net worth individuals. Mr Bryce explained in evidence about why he did not want the bond to be regulated “I’m talking about reputationally...having letters from the FCA and stuff like that. I did not want that. I did not regulate my bond for that very, very reason I wanted to stay outside of that environment.”

The Bond OM promised potential investors a fixed rate of return of 1% per month.

The Bond OM said that “[Pardus Capital] has purchased bond offering insurance” for investors for the “protection of their investment”. It was one of the key protections listed. Pardus never, however, paid the premium for the Insurance Policy. Pardus was therefore self-insured, or perhaps more accurately, uninsured. There is no evidence before the court that it ever told Organic or its other existing investors that their investment was uninsured.

In February 2019 Mr Bold and Mr Gabriel told Mr Hoole they had an exclusive business opportunity. It involved investing in the Pardus Bond. They described the Bond to him.

Mr Knight was one of the trustees of the Organic Pension scheme. On 6 March 2019 Mr Hoole arranged for Mr Bold and Mr Gabriel to meet Mr Knight to discuss Organic investing in the Pardus Bond. On 7 March 2019 Mr Hoole and MCL entered into the sub-introducer contract. Mr Hoole agreed to find investors and MCL agreed to pay a fee to Mr Hoole for investors he introduced. The only investor who Mr Hoole seems to have introduced was Organic.

Pardus agreed to pay commission to MCL for finding investors. The commission rate was the staggeringly high rate of 20% per month on money invested by people introduced by MCL.

The fee commission payable by MCL to Mr Hoole was 5% per month. Whilst eye watering, this was of course much lower than the fee payable by Pardus to MCL.

The Bond Offering Document referred to a fee of 2% being deducted to pay for expenses/administration. It did not include any reference to the payment of the fee of 20% per month to introducers which would reduce the amount available to the Bond company for investment.

From 1 June 2019 onwards Organic money started to be invested into the Pardus Bond. They invested £170,000 on 1 June 2019, £435,000 on 1 August 2019 and £150,000 on 1 September 2019. That is a total investment of £755,000. Pardus and MCL thought that Organic should have invested more. Mr Bryce described this as there being a “missing investment” of £120,000, although there was no evidence that Organic ever contractually agreed to invest more than they did; at best, there may have been some expectation that they would.

After Dalriada were appointed as trustees of the Organic Pension scheme they attempted to get the money back from Pardus that had been invested in the Bond. On 8 March 2022, some two years after Dalriada were appointed, Pardus finally returned £781,903.50 to Organic Pensions.

It seems that by October 2019 Pardus had received at least £1,000,000 from investors. By January 2020 this money was apparently no longer under the control of Pardus. Mr Bryce provided various explanations of this.

In his submission Mr Bryce said that “We tried to [use those funds to make an investment]. That investment failed. We lost £1m. We then tried another investment at 1.5m euros. That failed also”. The clear implication was that Pardus had attempted to make trades but those trades had resulted in a loss of all funds. There was no mention of fraud or the money being stolen.

When giving evidence Mr Bryce said something different. He said that the “[£1,000,000] was supposed to trade, but it never did trade. It got stolen by an intermediary”.

Immediately afterwards Mr Bryce went on to say that the money was “recovered in a normal trading cycle…if you have investments the markets go up and down. They will come less, they will go more. That’s simple economics I am afraid.”

He was cross examined on this explanation that the money had been lost in markets going down before being recovered in a “normal trading cycle” which completely contradicted his assertion that it had been stolen:

When Mr Bryce was asked the simple question as to whether Pardus Capital actually in October 2019 had the money Mr Bryce ventured that it “could have been in an overseas bank account”. He did not provide any further insight as to where the money actually was, or what bank account that might be. There was nothing before the court to explain what had actually happened to the money invested. Mr Bryce merely asserted that by January 2020 it was “missing” and did not provide a coherent explanation as to where it had gone.

MCL paid Mr Hoole his first commission payment in the summer of 2019. That was a full payment of the amount due. In October 2019 the position changed. MCL and Pardus said that because of the “missing investment” of £120,000 they were unwilling to pay Mr Hoole all the commission that he said he was due for the preceding quarter. They did not pay him the full amount due.

Around this time Pardus seemed to be having general cash flow issues that were causing problems paying commissions.

The next commission payment due was in January 2020. Mr Hoole was paid £65,000 of the commission he was due. This is the payment MCL claimed had been in full and final settlement of all Mr Hoole’s rights to commission. This is the last commission payment MCL made to Mr Hoole.

In December 2019 the pensions regulator became interested in the Organic Pension scheme and the investments it had made. It is unclear who knew about this, and when.

Mr Bryce said at various points in the case that because the Bond was unregulated he could not accept pension money into it. In his defence, on the other hand, he asserted that he was expecting money from Organic to be invested “by [their] new pension fund”. Mr Bryce made no attempt to explain how his defence that he expected the investment to be from a pension fund was consistent with his position that regulated pension money could not be invested into the Pardus Bond.

On 27 January 2020 Dalriada wrote to Mr Bryce to inform him that (a) Mr Knight had been removed as a trustee of Organic Pensions by the Pensions Regulator (b) they had replaced him as trustee and (c) they were suspending investments into the Pardus Bond. They used Mr Bold’s email address at his previous employers, Binary Capital. Binary Capital forwarded the email to Mr Bryce the next day. Mr Bryce emailed Dalriada to say that he no longer worked at Binary and all communication had to go to Pardus. On 10 February Dalriada wrote to Pardus. They directed Pardus not to use any funds provided by Organic Pensions.

Mr Bryce, Mr Bold and Mr Gabriel had different recollections of what then happened. They also gave different versions at different stages of the proceedings. It was hard to piece together what they were claiming. Ultimately, the key elements became clear enough.

On 28 January Mr Bryce sent an email to Mr Bold and Mr Gabriel. Mr Hoole questioned whether the email was genuine or whether it was created later when the purported repudiatory breach in January 2020 was first mentioned, but I am prepared to accept for current purposes that the email was genuine.

The email said:

Mr Bold, Mr Bryce and Mr Gabriel all now claim that around 30 January 2020, either on the phone or in a meeting:

There is no documentary, text or Whatsapp evidence from January 2020 that any of these events occurred. There is no written notice or letter from any Pardus company. There is no written acknowledgement from MCL. As far as I can see, there is nothing in writing that even refers to a purported termination for repudiatory breach before the defences were filed in July 2022.

There were however certainly discussions between Mr Bold, Mr Bryce and Mr Gabriel in late January 2020 when the defendants became aware that the pensions regulator was investigating the investment by Organic into the Pardus Bond.

Mr Bryce was asked in cross examination about what happened:

Mr Bryce could not explain clearly what he said in order to try and terminate the contract for repudiatory breach:

Mr Bryce gave evidence about his state of mind about the impact on Mr Hoole if the Pardus/MCL Contract was terminated.

Mr Bold gave little specific details on the conversation with Mr Bryce in which Pardus alleged that MCL were in repudiatory breach and in which MCL allegedly accepted their breach. The only explanation appeared to be reputational damage to Pardus from Organic investing in their bond. There was no explanation of how this could have led to lawful termination of the contract.

Similarly. Mr Gabriel gave little detailed evidence of the alleged termination for repudiatory breach. In fact, in his witness statement made before he settled the claim against him he said “I believe [the refusal to pay] to be a clear breach of the agreement by Pardus Property”; in other words, he thought the breach was by Pardus and not MCL.

Mr Bryce and Mr Gabriel’s concerns about the pensions regulator investigating the position, however, continued into March 2020:

There were discussions between Mr Bold, Mr Gabriel and Mr Bryce over a long period of time about Mr Bold and Mr Gabriel joining Pardus. They started long before the pensions regulator became involved. The precise date they started is unclear but by late December 2019 the discussions were well advanced.

In December 2019 Mr Bold, Mr Gabriel and Mr Bryce involved terminating the Pardus/MCL Contract in exchange for Mr Bold and Mr Gabriel receiving 40% of Pardus Wealth. Mr Bold said this was because the current arrangement between Pardus and MCL was “unsustainable”. Mr Bold says that he asked Mr Bryce about the sub-introducers with whom MCL had contracted. Mr Bryce told him that “they would come to a mutual agreement with them”.

Mr Bryce texted Mr Gabriel on 3 December 2019:

On 6 February 2020 Mr Bryce and Mr Bold exchanged further What’sapp messages:

On 26 February 2020 Mr Bold and Mr Gabriel become directors of Pardus Capital.

In evidence Mr Bryce said:

Mr Bold said in his witness statement that “in lieu of the [Pardus/MCL Contract] Mr Bryce proposed a shareholding in Pardus Wealth of 40% which could be split between Mr Gabriel and me”. In other words, MCL would lose its contractual rights and Mr Bold and Mr Gabriel would personally benefit from a shareholding in Pardus.

Mr Bold and Mr Gabriel say that after the meeting with Mr Hoole in March 2019 when he introduced Organic they went to the pub with him. They all called Mr Bryce. There are two versions of this call. Everyone says the call was very short and was some 10 seconds or so. Mr Bold now says that this call was critical and that the only purpose of the call was for Mr Bryce to ask Mr Hoole whether Mr Myers was involved in the investment. Mr Hoole, on the other hand, said that he was briefly introduced to Mr Bryce as someone who had just introduced an investor to Pardus and it was purely a “say hello” call.

This is the only call in which Mr Hoole is alleged to have talked to Mr Bryce about Mr Myers. The first time Mr Bold and Mr Gabriel mentioned this call was in their witness statements in late 2023 although it was never clear how it assisted them legally. This is despite the involvement of Mr Myer apparently being a crucial factor in the events of January 2020 and now being central to their defence.

Mr Bryce said in his witness statement that:

The call was supposed to be evidence that Mr Bryce knew nothing about Mr Myers being involved in the Organic Pensions before January 2020. The evidence shows, however, that Mr Bryce knew about it long before that in any event. Mr Bryce’s own evidence was that it was “always my gut feeling that Andy Myers was involved”.

This is backed up by contemporaneous messages. In October 2019 for example Mr Bryce sent the following message:

There was no explanation from any of the defendants as to why in the first and only conversation that Mr Hoole ever had with Mr Bryce the only question he asked was about Mr Myers, who Mr Bryce had no reason to suspect had anything to do with Mr Hoole.

In my judgment, the evidence shows that there was no telephone discussion between Mr Hoole and Mr Bryce in 2019 about Mr Myers.

Mr Bryce and the Pardus Companies argued that the Pardus/MCL Contract had been lawfully terminated by Pardus Property following a repudiatory breach by MCL. They said that they therefore could not be liable to Mr Hoole for conspiracy to cause loss by unlawful means or for procuring a breach of contract. That would be correct if (a) the termination was lawful and (b) the termination by Pardus Property was the only action by Mr Bryce and Pardus that caused loss by unlawful means or procured a breach of contract. I will consider first if a lawful termination for repudiatory breach occurred.

There are in essence two requirements for a contract to be terminated for repudiatory breach. The first is for a contract breaker to “clearly shown an intent to abandon and refuse to perform the contract” (Footnote: ⁴) “which a reasonable person in the position of the other, innocent, party would regard as clear and absolute” (Footnote: ⁵). That “question is to be judged at the time of termination of the contract, having regard to all the circumstances”. (Footnote: ⁶)

The second requirement is for the other party to accept that repudiatory breach. An unaccepted repudiation is a “thing writ in water”. (Footnote: ⁷) The Pardus/MCL Contract required all notices to be given in writing.

In SK Shipping Flaux J went on to confirm that in his judgment the law also requires the innocent party to subjectively believe that the other party has evinced an intention not to perform the contract. (Footnote: ⁸)

The allegation by Pardus was that MCL had repudiated the Pardus/MCL Contract. The defence does not clearly explain what contractual obligation MCL refused to perform. The only allegations seem to be that (a) money already invested by Organic had been routed via a company rather than from the pension fund directly and (b) the pensions regulator having become involved in the investments by Organic into the Pardus Bond. There is no explanation of how this was a breach by MCL of the Pardus/MCL Contract. MCL’s only function had been to introduce Organic to Pardus and it was Pardus who had responsibility for conducting due diligence and KYC checks on the sender of the funds. As far as I can see, at no point did MCL refuse to perform any of its future obligations. Indeed, it had already performed its obligations as it had introduced investors to Pardus.

If MCL had committed a repudiatory breach by refusing to perform a future obligation then Pardus would, under the Pardus/MCL Contract have had to give notice in writing to MCL that it intended to treat MCL’s actions as a repudiatory breach. No such notice was ever given. The first time Pardus appears to have thought MCL had committed a breach that Pardus could treat as repudiatory was in July 2022.

In my judgment, the Pardus/MCL Contract was not terminated in January 2020 for repudiatory breach by MCL. The reasons are as follows:

The final observation on this topic is that the Fake Termination Letter itself is clear evidence that on 31 March 2020 none of Mr Bryce, Mr Bold or Mr Gabriel believed that the Pardus/MCL Contract had been terminated for repudiatory breach in January 2020. If it had been, then they would not have needed to create the Fake Termination Letter.

There is a refence in reply 7.e to the RFI to the possibility of the defendants meaning fundamental breach, rather than repudiatory breach. This was in response to a request for MCL to clarify how the Pardus /MCL Contract was terminated orally [for repudiatory breach] when the contract required written notice. The somewhat confusing response from the defendants’ solicitors was:

Firstly, there is no express agreement anywhere in the documents before the court that requires any party not to introduce Mr Myers to anyone. Secondly, the involvement of Mr Myers was known to Mr Bryce (as evidenced by the October 2019 texts), Mr Bold and Mr Gabriel (as confirmed by their witness evidence) long before January 2020.

If this response was intended to refer to a breach of a fundamental term of the contract by MCL introducing Mr Myers then:

There was therefore no lawful termination by Pardus of the Pardus/MCL Contract in January 2020.

There seems to me to have been, instead, a fundamental confusion in the mind of Mr Bryce between a decision that he no longer wanted Pardus to pay MCL and a legal right for Pardus not to pay MCL. The evidence is that it was Pardus that refused to comply with its contractual obligations. Mr Bryce, Mr Bold and Mr Gabriel all clearly had the impression that Pardus was not intending to make any further payments to MCL.

That might have entitled MCL to terminate the contract with Pardus. However it is not part of MCL’s pleaded case that MCL terminated the Pardus/MCL Contract. Any such termination would, in any event, have not terminated MCL’s existing rights to commission. It seems that MCL has not taken any steps to enforce its rights to such commission. Indeed, the precise state of the contractual arrangements between Pardus and MCL is not a matter on which this court is required to reach any findings, other than to conclude that there was no lawful termination by Pardus Property which protects Pardus Property, or any other defendant, from the claims by Mr Hoole.

The key elements of this tort are set out in Kuwait Oil Tanker Co SAK v Al Bader (Footnote: ⁹), subsequently summarised in Constantin Median AG v Ecclestone by Newy J (Footnote: ¹⁰) and then by Arnold LJ in The Racing Partnership and others v Sports Information Services Limited (Footnote: ¹¹), and Calver J in ED & F Man (Footnote: ¹²) . They are:

Combination in this context is described as follows:

It is not necessary for the conspirators to all join the conspiracy at the same time:

It is also not necessary for the parties to know that the “means is unlawful.…in order for the tort of conspiring to injure by unlawful means to be established where the means is an infringement of a private right”. (Footnote: ¹⁵)

In Bourgoin SA v Minister of Agriculture (Footnote: ¹⁶)Oliver J said the following as regards the required intention, in a passage that was approved in Kuwait Oil:

In Meretz Investments NV v ACP Ltd Arden LJ added the clarification that a person does not have the requisite intent if he “believes he has a contractual right to do it as against the relevant person, notwithstanding the act would coincidentally cause that person detriment or loss”. (Footnote: ¹⁸)

The evidence set out above clearly shows in my view that Mr Bryce and Mr Bold were acting in combination throughout the period in question. I do not need to decide when they started acting together but by mid December 2019 at the latest and most certainly by 30 January 2020 they were acting together in pursuit of a common goal. That goal was:

The non-payment of its sub-introducers by MCL was an agreed plan between Mr Bold, Mr Gabriel and Mr Bryce. The non-payment of MCL by Pardus was part of that plan. Mr Bryce and Mr Bold executed that plan. This is an unlawful interference with the contractual rights of third parties being (a) MCL’s rights to receive commission from Pardus and (b) Mr Hoole’s right to receive commission from MCL.

There is a difference between motivation and intention. The motivation in January 2020 for both Mr Bold and Mr Bryce was personal enrichment. Mr Bold wished to enrich himself by taking equity and receiving money from Pardus. Mr Bryce wished to enrich himself by reducing the money that Pardus would pay to MCL and its sub-introducers. They had themselves described these payments as “unsustainable”. The evidence shows that in January 2020 Pardus really did not want to pay, and was quite possibly unable to pay, the commissions it had previously agreed to pay. It had made a bad bargain and wanted to get out of it.

Mr Bold and Mr Bryce also were motivated by a desire, in my judgment, to minimise interaction with the pensions regulator. This was because:

Their intention was to achieve these aims by causing MCL to breach its contract with Mr Hoole. Mr Bryce also intended to cause Pardus Property not to pay MCL under the Pardus / MCL Contract. Mr Bold intended that MCL would waiver, or certainly not enforce, its rights against Pardus. Mr Bold and Mr Bryce therefore both intended that Pardus should breach its contractual obligations to pay commission to MCL. They both intended that MCL would breach its obligations to sub-introducers, including Mr Hoole.

Mr Bold specifically knew that MCL would breach its obligations to Mr Hoole. I am also satisfied that Mr Bryce knew that MCL would breach its obligations to Mr Hoole. Mr Bryce gave evidence that he had not spoken to Mr Hoole and didn’t know who he was in January 2020. The evidence shows, however, that Mr Bryce knew that:

There is damage to Mr Hoole – he has not been paid money that he is due under the Hoole/MCL Contract.

Mr Bryce asserted in his defence that he believed he had the right lawfully to terminate the Pardus/MCL Contract. Mr Bryce could not explain on what basis he thought he could lawfully terminate the contract. The main bases he raised, namely Mr Myers and / or the investment being routed via Organic Insurance, provide no justification. The evidence is that Mr Bryce did not even consider these explanations until long after the event, so they cannot have been the basis of any belief in January 2020. I have also already found as a matter of fact that there was no purported termination for repudiatory breach in January 2020. On 31 March 2020, for example, Mr Bryce still believed the contract was in existence because he created the Fake Termination Letter. I do not consider that Mr Bryce had any genuine belief in January 2020 that Pardus was entitled to terminate the contract; he merely had a desire that Pardus should not comply with its contractual obligations. He does not satisfy the requirements for belief in Meretz Investments.

It follows that Mr Hoole has proved all the requisite elements of the tort of conspiracy to cause loss by unlawful means against Mr Bold and Mr Bryce.

It is now necessary to consider the extent to which the three Pardus Companies were party to the conspiracy. In order to do this it is necessary to consider the actions of Mr Bryce as an individual, and whether in any of those actions he was acting in his capacity as director of the companies.

Mr Bryce was asked in cross examination about who he was acting for when he was involved in causing MCL to breach its contracts.

I turn firstly to Pardus Property. This was the company that benefited directly from not paying commission due to MCL. The evidence shows that Mr Bryce believed he was acting in the best interests of Pardus Property when he refused to pay MCL. It does not matter whether he was or was not actually acting in the best interests of that company when he took those steps. That is matter between the company and him. What is relevant is that he was a director of Pardus Property. He held himself out as acting on its behalf in refusing to meet its contractual obligations. Pardus Property also participated in the conspiracy by writing the Fake Termination Letter. Pardus Property is therefore liable for the actions carried out by Mr Bryce.

Pardus Wealth was also directly involved in the conspiracy. It was the company to which the sub-introducers were directed after Pardus Property refused to perform its obligations in the Pardus/MCL Contract. It was therefore active in the scheme under which Pardus Property breached the Pardus/MCL Contract and under which MCL breached the Hoole/MCL Contract. It follows that it is also liable for the conspiracy.

Pardus Capital was also involved in these matters. It was the entity which received the money from Organic and made the investments. It must have had an express or implied contractual arrangement with Pardus Property in order to provide funds for Pardus Property to pay the commission. It benefited therefore from the reduced commission payable to sub introducers. I also note that Mr Bryce in essence confirmed that he believed he was acting on behalf of all Pardus Companies when carrying out all his actions. I therefore find that Pardus Capital is also liable for participating in the conspiracy.

It follows that Pardus Capital, Pardus Property and Pardus Wealth are also jointly and severally liable with Mr Bold and Mr Bryce to Mr Hoole.

The tort of procurement of breach of contract is where a person knowingly and without justification takes active steps by which they facilitate a breach of contract thereby causing damage. (Footnote: ¹⁹)

The underlying principle was set out by Lord Denning MR in Emerald Construction Co. Ltd v Lowthian:

The ingredients of the tort of inducing or procuring a breach of contract are: (i) there must be a contract; (ii) there must be a breach of that contract; (iii) the conduct of the relevant defendant must have been such as to procure or induce that breach; (iv) the relevant defendant must have known of the existence of the relevant term in the contract or turned a blind eye to the existence of such a term; and (v) the relevant defendant must have actually realised that the conduct, which was being induced or procured, would result in a breach of the term. (Footnote: ²¹)

It is not disputed that there was a contract between Mr Hoole and MCL.

I have determined above that MCL was, and is, in breach of its contractual obligation to pay commission to Mr Hoole.

I have already set above how the defendants combined to cause the breach of both the Hoole/MCL Contract and the Pardus/MCL Contract.

I have already set above how the defendants knew of the existence of the obligation to pay sub-introducers, including Mr Hoole.

Again, I have set out above how the evidence shows that the defendants all knew that their conduct would result in the breach by MCL of the Hoole/MCL Contract.

The evidence in my judgment shows that the fourth to seventh defendants (inclusive) satisfy all the conditions for being liable for procuring the breach of the Hoole/MCL Contract by MCL. Accordingly, they are jointly and severally liable to Mr Hoole for his losses.

The evidence above demonstrates the same conclusion in relation to Mr Bold. There is, however, a further hurdle before he is liable to Mr Hoole. This is the principle in Said v Butt.

Mr Bold is a director of MCL. Generally speaking, directors are liable for torts committed by companies at their direction:

This does not, however, apply if the tort alleged is procuring a breach of contract. In Said v Butt (Footnote: ²³) at page 506 McCardie J laid out the following principle:

In IBM (Footnote: ²⁴), Eyre J quoted with approval the following passage of Gloster J from Crystalens Ltd v White (Footnote: ²⁵), which he described as using “more modern language and setting the rule in the context of the corporate entity doctrine and the principle of limited liability”:

It seems to me that paragraph 15 above has a couple of elements that merit observation. Firstly, Gloster J may well have had in mind the concept of the separate legal personality, rather than limited liability. The latter relates to the liability of shareholders, rather than directors. It seems to me that it is the fact that a company has its own legal personality that underpins the need to ensure that a director, acting properly, is not personally liable for, and thus synonymous with, the acts of the company. This is consistent with the way in which the principle is explained in Said v Butt itself. McCardie J used the description of “servant” and “master” and referred to the servant being the “alter ego” of the master whose actions in law were the acts of his employer. He explained that it is the master who has breached the contract, by his agent, and that “an action against the agent [for procuring a breach of contract] must fail…just as it would if brought against the master himself for wrongfully procuring a breach of his own contract”.

Secondly, the “additional features, such as conspiracy or dishonesty” are circumstances where, in my view, the director would not be acting “within his authority and bona fide in the interests of the company”. In other words, those features take the actions outside the concept of “good faith and acting within authority” rather than being a subset of behaviour within that concept.

I do not think, however, those two points affect the underlying analysis in this case.

The principle in Said v Butt was analysed by Lane J in Antuzis and others v D J Houghton Catching Services Ltd and others (Footnote: ²⁶). His judgment was further considered by Eyre J in IBM United Kingdom limited v LZLABS GmbH and others (Footnote: ²⁷). The relevant principles are set out by Eyre J in paragraph 31 to 36.

In my judgment the following principles can be derived from these cases:

Relevant factors do not include the duties to any third party and any bad faith towards that party.

There is a further point, which is that any allegation that a director is personally liable must be pleaded including both the allegation and the factual basis; a failure to do so means a tenable cause of action has not been articulated. (Footnote: ²⁸) In this case the allegation was properly pleaded.

At some stage prior to its insolvency the directors duties become modified to include acting in the best interest of the creditors of the company. BTI 2014 LLC v Sequana SA and others (Footnote: ²⁹). At the trial Mr Bold asserted that MCL was insolvent. There was no information before the court to indicate when or, indeed, if it had become insolvent and I did not consider any extension of the director’s duties to creditors.

I have already determined that Mr Bold acted as he did for personal gain. In essence he tried to exchange MCL’s right to commission from Pardus for personal reward to himself in terms of salary from, and shares in, Pardus. Mr Hoole described it as stealing the commission rights of MCL. It seems clear to me that Mr Bold acted in bad faith towards MCL, a company of which he was a director. He took no steps to enforce MCL’s rights and tried to enrich himself at MCL’s expense. He cannot be said to have been acting to promote the success of the company. The breaches were deliberate. They were exacerbated by dishonest creation of documents to cover up the truth. He seems to me to plainly be in breach of s172.

There was no real dispute as to whether Mr Bold was acting within the scope of his authority and thus the second limb of the exception test is satisfied.

In my judgment Mr Bold is therefore not protected from liability for the tort of procuring the breach of contract by MCL by the principle in Said v Butt.

The tort of unlawful interference with contractual rights will generally compensate a claimant in a situation where the tort of procuring the breach of contract or the tort of conspiracy to cause loss by unlawful means has not been established. Both those torts have been established in this case and I do not need to consider the tort of unlawful interference.

The “Myers defence” was a complete red herring.

There is nothing in any contract or agreement before the court that refers to Mr Myers. There is no term of any contract that places any restriction on any introducer on persons who could be introduced to Pardus.

It is also completely untrue that Mr Myers was “unknown to [MCL] at the time”. Mr Bold and Mr Gabriel gave evidence at the trial that they had known about Mr Myers since at least July 2019.

Mr Bryce and thus Pardus also knew that Mr Myers was involved. This is shown by Mr Bryce’s message in October 2019. At that point Mr Bryce wanted Organic to put more money into the Pardus Bond. He certainly was not refusing to accept the existing investment let alone turning down further investment, or regarding the involvement of Mr Myers as troubling.

Consequently, even if it had been properly pleaded, the involvement of Mr Myers in Organic does not provide any defendant with any defence to the claim by Mr Hoole. Mr Bold, Mr Gabriel and Mr Bryce were all perfectly well aware of Mr Myers involvement long before January 2020. I have already found that as a matter of fact there was no termination for repudiatory breach in January 2020. Even if the involvement of Mr Myers had been important to any defendant in January 2020 it would not have entitled Pardus or MCL to terminate their respective contracts. The fact that the involvement of Mr Myers was not mentioned until late in the proceedings indicates that, in my judgment, it was another attempt to retrospectively justify actions which had, at the time, no justification.

MCL is liable to Mr Hoole for breach of its contractual obligations to pay him commission due under the Hoole/MCL Contract.

Mr Bold, Mr Bryce and the Pardus Companies are all jointly and severally liable to Mr Hoole for losses caused to him by MCL’s breach of the Hoole/MCL Contract for the torts of (a) conspiracy to cause loss by unlawful means (b) and procuring the breach of contract by MCL.

I have provided the parties with a copy of this judgment in draft and invited them to agree the form of order, failing which I will determine it. There will be a hearing on hand down of this judgment to address consequential matters including the form of the order (if not agreed), any costs to be awarded and the amount of any costs to be paid on account of those final costs.