Singh v Bains: Court of Appeal dismisses challenge to oral agreement finding in GBRL shareholding dispute

The appellant, Sukhwinder Singh, sought specific performance of an alleged oral agreement with Makhan Singh Bains under which each would hold equal shares in GB Retail Limited (GBRL), a retail company incorporated in November 2014. After a nine-day trial in November 2024, Charles Morrison (sitting as a Deputy Judge of the High Court) found as a fact that no such agreement had been reached. The Court of Appeal, in a judgement delivered by Lord Justice Miles (with Lord Justice Jeremy Baker and Lord Justice Peter Jackson agreeing), dismissed all three grounds of appeal.

The appellant's case rested on an alleged agreement reached in mid-2014, under which the respondent would hold the shares in GBRL solely pending the appellant obtaining leave to remain in the UK, after which both would hold equal shares. The appellant pointed to a series of Companies House filings, dividend payments, the joint acquisition of a commercial property at 2292 Coventry Road, Sheldon, and the structure of shareholdings in associated companies as corroborating evidence.

The trial judge's assessment of the appellant as a witness was damaging to his case. The court found his evidence "unreliable, uncertain and contradictory", noting multiple materially inconsistent accounts of the alleged agreement across pre-action correspondence, pleadings, an unfair prejudice petition, and his trial witness statement. The judge was particularly critical of the appellant's shifting position on whether Brand Connection Limited — a company of which he was sole director and registered shareholder — was a jointly-held partnership asset.

The appellant challenged the judgement on three grounds: that the trial judge failed to weigh the totality of evidence; that he overlooked compelling corroborating evidence; and that his favourable assessment of the respondent's credibility was against the weight of the evidence.

The Court of Appeal acknowledged certain methodological concerns with the judgement below. Lord Justice Miles accepted that the trial judge had been wrong to invoke principles applicable only in exceptional cases where a court cannot decide between two versions of events on the balance of probabilities — cases discussed in Phipson on Evidence and authorities including Stephens v Cannon [2005] and Verlander v Devon Waste Management [2007]. Neither party had cited those authorities, and the judge had not invited submissions on them. Miles LJ also noted that a witness-by-witness approach, rather than a chronological analysis of events, was probably not ideal for a dispute of this kind.

Those criticisms did not, however, carry the appeal. The court found that the judge had in fact determined the case on the balance of probabilities, preferring the respondent's evidence, and had not ultimately resolved the matter by reference to the burden of proof alone. The four specific items of evidence said to have been overlooked — a £39,000 payment alleged to be a capital contribution, the circumstances of the joint property acquisition, the rationale for incorporating GBRL, and the shareholding structure in associated companies — were each examined and found not to constitute "compelling evidence" of the kind that a failure to address specifically in a judgement would indicate oversight.

The court reaffirmed the principles in Volpi v Volpi [2022] EWCA Civ 464 and Henderson v Foxworth Investments Ltd [2014] UKSC 41, holding that an appellate court will not interfere with findings of fact unless the decision is one no reasonable judge could have reached. Where a trial judge has heard seven days of oral evidence from eight witnesses, and the credibility findings are partly rooted in observed demeanour, the appellate court is at a significant disadvantage.

The appeal was dismissed in its entirety.

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