S v S

This is a Case Management directions hearing in Ancillary Relief proceedings between S S (W) and C S (H).

W is 58 and H 61. They married on 23 September 1975 and separated in August 2004; this was therefore a marriage of 21 years. There are three adult children: R who is 30, A who is 29 and C who is 27.

W now lives with her new partner. H lives alone although he has a girlfriend.

W issued a Divorce Petition on 3 May 2005 and decree nisi was pronounced on 14 September 2005.

The parties are very wealthy. In late 2005 their total assets amounted to something in the region of £78m. The parties’ cases are conventionally put: H was the wealth creator and W the home maker.

On 29 November 2005 a round table meeting was held in an attempt to resolve the ancillary relief proceedings by agreement.

H’s case is that the decisions made at that meeting and the effect of subsequent negotiations that were necessary in order to refine details, drafting and collateral issues such as tax, amount to a concluded agreement (the ‘agreement’) between the parties. This ‘agreement’ he says has subsequently been implemented in its entirety (save for a modest pension share provision which cannot in law be implemented prior to the making of an order). The result is that W has had assets to the tune of approximately £34m transferred to her or her trusts pursuant to the agreement.

In those circumstances H submits that it does not matter that the final draft order was signed by W but not released to H’s solicitors for reasons which are dealt with below.

W’s case is that whilst there was an agreement that the assets should be divided as to 45% to W and 55% to H, there has not been a concluded agreement and there remain a number of unresolved and significant issues which require resolution via ancillary relief proceedings. Those proceedings can, it is said on her behalf, be dealt with in a somewhat truncated manner due to the agreement between the parties as to the proportions in which the assets were to be split. The outstanding issues will require the trustees of the family settlement to be joined as parties and may require the variation of nuptial settlements.

On 4 February 2008 W filed a Notice of Intention to Proceed with an application for ancillary relief: Form A. In it she indicates her intention to seek all forms of ancillary relief and to vary a nuptial settlement

On 30 April 2008 H issued a Notice to Show Cause why an order should not be made in the terms of a draft order which H says had been agreed between the parties.

The matter came before District Judge Redgrave on 8 May 2008. The District Judge transferred the matter to the High Court and Hmade directions which essentially allowed for either course to be pursued in that she ordered the filing of Forms E and of Questionnaires and Requests for Documents but listed a further directions hearing in the High Court in respect of both the ancillary relief proceedings and the H’s notice to show cause.

So it was that the matter came before the court with H and W each represented by Leading Counsel: Mr Pointer QC for W and Mr Posnansky QC for H.

W seeks to persuade the court to make directions in the ancillary relief proceedings, albeit on a slightly more limited basis than would be normal given the concession made by W as to the proportions in which the assets should be held (although requiring replies to her questionnaire). H submitted that the court should stay the ancillary relief proceedings and hear the notice to show cause, with a view to making an order in the terms he submitted had been agreed. This course would leave open to the court the possibility of reinstating the ancillary relief proceedings in the event that the court was not satisfied that:

The case management decision which the court has to make is to decide which of these two approaches to adopt in giving directions for the future management of the case or whether to adopt either of them in their entirety.

The Court of Appeal recently considered case management issues in Crossley v Crossley [2008] 1 FLR 1467 This was an appeal against a case management decision of Mr Justice Bennett, where he had been asked significantly to limit the issues to be litigated at trial on account of the fact that there was one factor of such magnetic importance that it must necessarily dominate the application of s25 and the discretionary process.

In Crossley the Court of Appeal considered how ancillary relief proceedings could best be case managed in circumstances where there is a factor of magnetic importance. In that case it was a pre-nuptial agreement in the context of a 2 year, childless marriage where each party was independently wealthy.

Lord Justice Thorpe said:

“[15]   All these cases are fact dependent and this is a quite exceptional case on its facts, but if ever there is to be a paradigm case in which the court will look to the prenuptial agreement as not simply one of the peripheral factors in the case but as a factor of magnetic importance, it seems to me that this is just such a case. As to the second and third grounds, that the judge was bound by the provisions of r 2.61, I am quite un-persuaded, as was the judge, that these individual rules were intended to be some sort of straitjacket precluding sensible case management. I would particularly stress the overriding objectives that govern all these rules, carefully and fully drafted in r 2.51D. It is easy to attach this case on its facts to a number of the objectives there articulated. It is very important that the judge in dealing with the case should seek to save expense. It is very important that he should seek to deal with the case in ways proportionate to the financial position of the parties. It is very important, more so today than it was when these rules were drafted, that he should allot to each case an appropriate share of the court’s resources, taking into account the need to allot resources to other cases. In his general duty of case management he is required to identify the issues at an early date and particularly to regulate the extent of the disclosure of documents and expert evidence so that they are proportionate to the issues in question.”

I bear in mind Lord Justice Thorpe’s observations throughout my consideration of this application.

I have been invited by both Mr Posnansky QC and Mr Pointer QC to look at a number of authorities which relate to cases where there has been an alleged agreement. It is no part of my case management task to decide whether there was in fact an agreement and if so whether W should be held to it. Consideration of the authorities is however, I accept, a necessary backdrop against which to assess the strength of H’s submission that there is an agreement and if there is one, of its importance within the discretionary process upon which the court has to embark in order to achieve a fair outcome to the ancillary relief proceedings.

Mr Pointer submits that:

In any consideration of the authorities relating to ‘agreements’ the starting point must always be Edgar v Edgar and Lord Justice Ormrod’s classic exposition of the law:

“Under s25(1) it is the duty of the court to have regard to all the circumstances of the case and , in particular, to the matters detailed in paragraphs (a) to (g)………..

To decide what weight should be given in order to reach a just result to a prior agreement not to claim a lump sum, regard must be had to the conduct of both parties, leading up to the prior agreement, and to their subsequent conduct, in consequence of it. It is not necessary in this connection to think in formal legal terms, such as misrepresentation or estoppel, all the circumstances as they affect each of two human beings must be considered in the complex relationships of the marriage. So, the circumstances surrounding the making of the agreement are relevant. Undue pressure by one side, exploitation of a dominant position to secure an unreasonable advantage, inadequate knowledge, possibly bad legal advice, an important change of circumstances, unforeseen or overlooked at the time of the making of the agreement, are all relevant to the question of justice between the parties. Important too is the general proposition that, formal agreements, properly and fairly arrived at with competent legal advice should not be displaced unless there are good and substantial grounds for concluding that an injustice will be done by holding the parties to the terms of their agreement.”

The following propositions drawn from the authorities referred to by Counsel, seem to me to be of particular relevance on the facts of this case:

Mr Pointer poses three questions which he suggests are key in determining how the matter should be dealt with:

He submits the evidence in favour of a concluded agreement is scant and there was only a ‘headline’ agreement as to the proportions in which the assets should be divided.

In any event, he says, subsequent changes in circumstance in the intervening period of nearly three years mean that W should no longer be held to the agreement, and even if she should, those same changes mean that it is no longer possible to implement the agreement.

The issue as to whether or not there was an agreement will be decided by the Judge hearing the case in whatever form it ultimately takes. Mr Pointer and Mr Posnansky agree that unless there is a strong arguable case that there was an agreement then the course proposed by Mr Posnansky is inappropriate.

Whilst making no specific findings (and being conscious that the court has not had sight of all the complete files of documentation to which each party may wish to refer in due course), it is necessary for me to consider in broad terms the strength of the argument in favour of there having been an agreement by reference to the history of the agreement and the relevant law.

The first significant event took place on 29 November 2005 when a round table meeting was convened. It is common ground that agreement was reached that W should have 45% of the assets and H 55%. The parties had a schedule of assets produced from information provided by the parties’ joint accountant. The assets were £ 78m.

Of the £78m about £45m was held in the shelter of a trust called the Murray 1987 Settlement. Part of the ‘agreement’ in November 2005 was that a sub- fund would be created in W’s name to be called the S S Fund. W was to be the principal beneficiary of this fund and the three children would be secondary beneficiaries. H was to have no entitlement under the sub-fund and was to be specifically excluded from being a beneficiary. In the event of the death of either party the funds would be merged again for the benefit of the surviving party.

In this way W had access to substantial funds (£22m), from which H was excluded but the important protection from Inheritance Tax provided by the trust would not be lost.

The day after the meeting Mr Alexiou who then represented H, wrote to Mrs Sandra Mason who was then representing W, expressing pleasure that an agreement had been reached and looking forward to receiving Leading Counsel’s draft order.

Those representing W sent through a draft order on 2 December 2005 describing it as “Philip Moor’s draft of the Agreement reached at the meeting on Wednesday” In the letter W’s solicitor raised a number of minor issues expressing the hope that those ‘loose ends’ could be resolved promptly.

A further meeting was held on 17 February 2006 where the draft order was discussed. Present were the parties’ joint accountants Messrs Saffrey Champness and H’s tax adviser from Wedlake Bell. At that meeting Leading Counsel for W referred to the agreement as being ‘inviolable’ with the only changes being in relation to tax matters. It was agreed that Wedlake Bell and the tax counsel already instructed would advise the parties jointly with regard to drafting and tax issues. The aim at the end of the meeting was to have a Consent Order to put before the court by 5 April 2006.

In the ensuing months a Letter of Request was drafted on behalf of H & W by their jointly instructed advisors and was sent to the Trustees of the Murray 1987 Settlement. The Letter of Request asked the trustees to take certain steps; this included carving out the S S sub-fund for W with her as principal beneficiary and H being excluded and also dealt with the parties’ home in B. Mr Pointer takes the point that no signed letter has been produced. The documentation is, it seems to me, in need of some organisation. I do not know whether a signed copy of the document will ultimately be produced but, in my judgment, the most significant point is that W agreed the document upon advice, it was sent to the trustees of the Murray 1987 Settlement who acted on it to W’s benefit and in accordance with the terms ‘agreed’ at the meeting that is to say a sub-fund called the S S Sub-Fund was created with assets of £22m with W designated principal beneficiary and a Deed of Exclusion executed excluding H as a beneficiary of that fund.

The B property, known as T, as envisaged by the draft and the Letter of Request agreed by H & W. was then vested as to one-third in the newly created S S Sub-Fund and two-thirds in the original Murray 1987 Settlement (which was now H’s trust although the children continued to be beneficiaries of both).

By about May 2006 W had received £34,250,000, which according to a Schedule of Assets produced by W’s solicitors, represented 45% of the assets less the pension transfers which could not be put into effect until there was an order.

Unsurprisingly, in a case where the family’s wealth had hitherto been held within tax efficient vehicles, much time was spent on the preparation of a tax indemnity and on the regulation of future tax issues as between the parties.

On 13 June 2007 W’s solicitors sent an amended draft consent order containing amendments proposed by the tax experts. They asked H’s solicitors to ‘confirm that you are satisfied on behalf of C S that this truly represents the terms of the Order agreed and the further agreement reached between us on advice from counsel.”

That amended draft order was drafted on the basis that all the implementation of the ‘agreement’ was yet to take place.

H’s solicitors wrote back saying the amended draft order was ‘in order’ save for costs and in particular the costs of implementation.

On 30 July 2007 it was agreed between the lawyers that the order should be revised so as to reflect the fact that all the significant transactions had already taken place. This meant that the final draft order prepared on behalf the wife is largely a record of those transactions. In terms of proposed court orders that document made provision only for a pension share and the transfer of the benefit of a loan together with the usual clean break provisions, everything else that was necessary to put into effect the agreed division of assets as to 45% to W and 55% to H having already taken place.

On 10 October W’s solicitor sent a letter to those representing H it enclosed a number of documents all of which had been approved by W:

With regard to the running sore about costs incurred to implement the ‘agreement,’ W’s solicitor proposed to deal with the issue in the following way:

“My client is not prepared to concede a change to the terms agreed on 30 November 2005 in respect of her costs and will rely on this agreement being covered by the ruling in Edgar v Edgar…….. If necessary we may seek directions on this sole issue (incurring further costs) but I trust that your client will abide by his original agreement of 30 November 2005 and allow the matter to be concluded”

From the documents available to the court it would appear that, up to this point within the confines of the inevitable anxiety associated with the resolution of any ancillary relief proceedings great or small, H & W had managed to work co-operatively for what, may, (subject to the determination of the trial judge), seem to have been a common goal.

In the letter of 10 October 2007 came the first hint that discord lay ahead with regard to the B property T. In accordance with the Letter of Request, T, as mentioned above, was now held as to one-third in W’s S S Fund and two thirds in H’s in the Murray 1987 Settlement. In the letter W’s solicitor spoke of the possibility that W might wish to become non-resident from the UK and make T her principal home. To this end Mrs Mason said:

“She would need to do so with the written reassurance of a written undertaking from your client not to enforce any provisions previously agreed enabling either to enforce a sale of the property or buy-out, unless at a time acceptable to her…….. I do not believe we need to refer to it in the Consent Order but simply lodge it with the Trustees.”

It is difficult to see why such a solution was being put forward unless W felt bound by an earlier agreement in relation to T.

In a letter of 12 November Mrs Mason wrote that she held the signed Consent Order subject to T being resolved and the costs issue. For the first time there was a reference to the recently decided case of Charman and the threat that if H did not pay the costs then perhaps there should be ‘full disclosure and adjudication on the merits and recent decisions”

In a final letter from Mrs Mason W agrees to accept £20,000 towards costs but still seeks an undertaking to give the trustees of the two trusts in respect of T saying “this must be resolved by way of written undertaking, signed by your client before she will release the main settlement agreement”

W soon after this letter was sent changed solicitors and returned to Withers who had previously represented her. On 4 February 2007 H’s solicitors received a letter from Withers enclosing a Form A and saying that ‘the previous proposals discussed have been rendered unworkable as a result of the draft Finance Bill’ ….

The reference to the draft Finance Act was in relation to the changes which were to take effect at the end of the tax year which would mean, put simply, that CGT would become payable upon any capital advances made from trusts of the type which were sheltering H & W’s wealth. Tax advisors around the country were advising beneficiaries and trustees and decisions were being made as to whether to retain the Inheritance Tax protection enjoyed by the trusts as they stood (on the basis that future capital advances would attract CGT) or conversely to transfer out substantial amounts of capital before the dead line - free of CGT but with the loss of the Inheritance Tax protection.

H decided to do nothing. He took the view that his wealth was such that it was unlikely he would need to advance capital to himself and he wished to retain his Inheritance Tax protection for his children. W and her advisors decided exactly the opposite to which end a request was made by her to the trustees to advance £11m to her out of the S S Fund. The figure of £11m represented the capital sum which, using the Duxbury model, would produce a lifetime income for W of £500,000 pa net.

Investec, the trustees of the Trust, decided that they did not wish to advance such a significant sum but proposed a much smaller sum of £1m to £2m. The children as beneficiaries were consulted. R wrote to the trustees on behalf of himself and his two sisters; their collective view was that the interests of all the beneficiaries would be best served if the assets remained in trust rather than being advanced and that they felt T was not the right house for their mother given its size and the cost of running it and that should their mother’s trust buy out their father’s trust’s share it would represent too great a proportion of the trust in one asset.

“As a result of the impasse that this created the matter went before the court in Jersey where the trusts are based. The children understandably took a neutral stance. Judgment was given on 3 April 2007. The commissioners in giving the history recorded

“…they [H & W] reached an agreement as to how their assets should be divided, namely 55% for CS and 45% for SS. Pursuant to this agreement they asked Investec (the trustees) to consider creating a new revocable sub-fund for the benefit of SS and their children and remoter issue to be known as the SS Fund appointing to it assets valued at just over £22m.””

The Jersey court found in W’s favour and ordered the funds sought to be advanced to W, expressing their view that the trustees’ concern about these proceedings (i.e. the ancillary relief proceedings) and their potential impact on H lay at the heart of their refusal to act on the express wishes of W.

The tax planning put in place by W’s advisors necessitated the ‘rump’ of assets in the S S Fund (being about £8m and the 1/3 interest in T)to be transferred out of the S S Fund and into a newly created S S 2008 Trust. The drafting of the new Trust was in the hands of W’s solicitors but necessitated discussion with the children. Whereas W had pursuant to the implemented ‘agreement’ been the principal beneficiary of the S S Fund that is not case so far as the S S 2008 Trust is concerned.

W says (although no documentary evidence is as yet available to support it), that this is as a consequence of the children’s refusal to agree that their mother should be principal beneficiary with the ability to request that the balance of the capital in the trust be advanced to her. Her case is that the children’s decision was made as a consequence of pressure put on them by H.

Looking at the history as set out above and the authorities it seems to me that H has a very strong case to support his assertion that there was a concluded agreement:

Mr Pointer argues that, where nearly three years has elapsed since what he described as the ‘headline agreement’ took place; that agreement can no longer be wholly determinative due to the inevitable changes in circumstances. This, he submits means that there should be ancillary relief proceedings circumscribed by the extent of disclosure but not otherwise. I cannot agree with that proposition where the relevant time lapse should not, in my judgment, be November 2005 to date but rather should be calculated from the last occasion upon which the wife was seen to be relying on the terms of the ‘agreement’. In this case that was as recently as 10 October 2007, only 4 months before a Form A was filed on her behalf.

If it be found that there was an agreement, (agreed between the parties after a panoply of advice and which agreement has substantially been put into effect), then providing the s25 factors have been considered, why should anything less than a change in circumstances comparable to that which would be necessary to launch a Barder v Barder [1987] 2 FLR 480 application be required?

Mr Pointer has referred me to a first instance decision: Beach v Beach [1995] 2 FLR 160 in support of his submission that where there is a change in circumstances the case is no longer an “Edgar” case and that the agreement is merely part of the developing history. I do not find Beach of assistance. Beach was wholly different on its facts. Beach concerned a husband who went bankrupt after the agreement was made with his wife; this resulted in the family farm, the only significant asset, being sold by the trustee in bankruptcy for a fraction of the sum which it had been anticipated by both parties would be available for distribution.

I do not therefore agree that there are changes of circumstances which would inevitably lead a court to conclude that the original ‘agreement’ cannot stand.

Mr Pointer raises a number matters which he submits mean that there are significant issues to be tried in any event and there should therefore be one single ancillary relief trial rather than piecemeal litigation. Circumstances are such and issues have arisen, he says, that render it impossible to implement the ‘agreement’ even if the court finds there to have been one. It is therefore necessary for me to consider each issue briefly prior to making my decision as to how the case should be managed.

Mr Pointer submits that there is a major issue as to whether W is to be regarded as the primary beneficiary of her new trust the 2008 S S Trust, (representing the rump of £8m + 1/3 T after the payment out of the £11m from the S S Fund). If she is not to have access to the capital as the principal beneficiary then he suggests, there may need to be a nuptial variation to ‘restore’ the division of assets. The original objective, he suggests, has not been achieved as a consequence of the children refusing to agree to the new trust (drafted to set up the S S 2008 Trust) containing the same provision as the original S S Fund whereby W was to be regarded as the principal beneficiary.

This is an argument which, if the court finds there to have been an agreement, Mr Pointer can, if he so wishes, advance as a reason for the court not to hold W to the agreement. I do not take the view that it is an argument which is likely to lead a court to conclude that the ‘agreement’ should be varied:

The original objective was achieved: the S S Fund sub trust was carved out of the Murray 1987 Settlement, and made W the principal beneficiary. W thereafter utilised her position as principal beneficiary to obtain an advance out of the trust into her exclusive control of half the assets of £11m, thus putting that sum out of the reach of the other beneficiaries, her children. W would not have been able to accomplish this other than in reliance on the implemented ‘agreement’.

It was surely entirely foreseeable that one of the possible consequences of such an action on the part of W, (particularly in the light of Richard’s letter) was that the children might say ‘enough is enough’. This is not in any way to criticise the actions of W who acted on tax and legal advice and, post the implementation of the ‘agreement’, was entitled to act as she felt to be in her own best interests. There is however in my judgment, a strong argument that W’s loss of position as principal beneficiary was not as a consequence of the original agreement being incapable of being implemented by virtue of the children’s attitude, but as a consequence of the action W took subsequent to the implementation of the ‘agreement’ to advance to herself a very substantial capital sum and to put in place in lieu of the sub-fund created in 2006 the new 2008 trust.

Had W chosen to keep the assets under the umbrella of the S S Fund she would have remained the principal beneficiary of that Fund for her lifetime, held the assets in an Inheritance Tax free vehicle and in the event of H predeceasing her, would have become principal beneficiary of the entire remerged Settlement. W and her advisors knowing the terms of the S S Fund and in reliance on her designation as principal beneficiary, decided that the assets should be transferred out of the S S Fund sub trust in order to achieve tax free gains and provide W with significant assets outside the trust. Whilst W may have hoped, or even presumed, that the other beneficiaries would agree to her again being designated principal beneficiary in the new trust, it is hard to see why their refusal would lead a court to say that W should now be compensated by H for that consequence any more than he should compensate her for any of the other consequences of obtaining the capital advance.

In effect the trusts have moved beyond the agreement at the W’s instigation. The W finds herself in the present situation as a consequence of her own actions carried out by her subsequent to and in reliance upon the implementation of the terms of the ‘agreement’.

Mr Pointer wishes to revisit the way in which T is held. He says the Letter of Request was never executed and therefore there is no agreement about the property and further if W is not to be the principal beneficiary of her new trust the beneficial interest in T may have to be varied to give W 45% of the ‘free assets’.

In her Form E W seeks the transfer of the two thirds held by H’s settlement citing a breakdown in the arrangements for its shared use. but; The Letter of Request was drafted on behalf of both parties and has been the backdrop for the implementation of the ‘agreement’ at every stage. It was in reliance on that document that the S S Fund was carved out and that one third of the beneficial interest in T was allocated to the Fund. In the muddle of documentation in this case it is not clear if the Letter of Request was formally executed. What is of more significance is that both sides have acted in accordance with its provisions since the early part of 2006.

The Letter of Request makes specific arrangements to deal with any dispute about T by either party being allowed to ask the trustees to sell the property.

W herself seems to have regarded the ‘agreement’ and the Letter of Request as binding upon her as in October 2007 when she was contemplating going off shore

This issue is raised by W in her Form E where she says in bald terms that she is ‘not sure’ that the Respondent has made full and frank disclosure of his financial circumstances.

All the original disclosure was provided by the parties’ joint accountant David Watson. In addition W employed the international private enquiry agents Kroll Associates to investigate H and his financial affairs on her behalf.

Mr Pointer does not advance non-disclosure with any enthusiasm saying there should be ‘some investigation’ and that W’s team need to ‘decide whether to proceed’ with that aspect.

The two matters W seems to rely upon are:

At present there is scant, if any evidence of material non-disclosure on H’s part.

W seeks to assert that H has been guilty of financial misconduct in that he has in some way mismanaged the manner in which she gave up her US citizenship with the consequence that she is now liable to pay very significant sums by way of back tax. This, she says is financial misconduct which it would be inequitable to disregard and H should be wholly responsible for all the tax due together with the cost of her professional advisors. W says that H managed her financial affairs (which is unsurprising and undoubtedly true) and that he would not allow her to conduct her own affairs. In the time available at the directions hearing only the most superficial information was put before the court but it should be noted that tax was dealt with specifically in the draft order and also within a detailed Tax Indemnity prepared on joint instructions. The indemnity was presented as an agreed document by Mrs Mason in her letter of 10 October 2007.

W now, it seems, wishes to go behind these documents and launch what would be a costly and extremely unpleasant financial misconduct case.

Mr Pointer concedes that a court may well take the view that the tax should be split in the same proportions as the assets.

W’s case is that whilst shares in K were allocated as between the Murray 1987 Settlement and the SS Fund, no proper segregation has been achieved.

Attempts to obtain information about this from H have failed which has no doubt caused frustration and created suspicion in W’s camp. W, Mr Pointer says, therefore needs orders to obtain the information in order to see what would be a fair division of the K shares to achieve a 45/55 split.

Mr Posnansky draws the court’s attention to W’s Form E where she refers to assets of £8m being transferred to the SS Trust on 5 April 2008 that seems to suggest that, even if the shares were not in fact divided whilst they were held in the Murray 1987 Trust and W’s SS Fund, they were in fact divided on the creation of the SS Trust in April 2008.

I cannot see how this issue is other than a matter for implementation where W is not seeking to upset the percentage to which each should be entitled. In the event that W’s advisors feel that the Trustees are favouring H over W in the allocation of any shares she can go to the Jersey courts to achieve her objective, as she did successfully in April 2008.

Looking at the fourth factor alone must, in the light of the judgment of Lord Justice Thorpe in Crossley, surely give any court pause to consider whether it is proportionate to sanction an expensive and lengthy trial.

In all the circumstances I have unhesitatingly concluded that this is one of that category of cases identified by Lord Justice Thorpe in Crossley v Crossley where there is a factor of such magnetic importance that it must necessarily dominate the discretionary process. I do not stay or adjourn the ancillary relief proceedings as the agreement must be considered in the context of s25 although I propose to order that the Notice to Show cause is to be determined at the next hearing and intend also to limit any additional disclosure as set out in my proposed directions: