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	England and Wales High Court (Chancery Division) Decisions
You are here: BAILII >> Databases >> England and Wales High Court (Chancery Division) Decisions >> Grewal v Chakraborty & Ors [2025] EWHC 709 (Ch) (04 February 2025) URL: http://www.bailii.org/ew/cases/EWHC/Ch/2025/709.html Cite as: [2025] EWHC 709 (Ch)

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IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION

		Ref. CH-2024-000270 7 Rolls Building Fetter Lane London
		4th February 2025

MR JUSTICE RICHARDS:

1. On 4 February 2025, I heard Mr Grewal's applications for, among other matters, permission to appeal against an order of Master Kaye dated 8 October 2025 (the Order Under Appeal). I was asked on 21 March 2025 to settle this transcript of my oral judgment of that application, and my judgment on the application made by certain of the Respondents for an Extended Civil Restraint Order (an ECRO) against Mr Grewal.

MR GREWAL'S APPLICATIONS

Background

2. In 2021 Mr Grewal brought a petition under s994 of the Companies Act 2006 (the Unfair Prejudice Claim) alleging that Ms Chakraborty was involved in conducting the affairs of a company called Astha Limited (the Company) in an unfairly prejudicial manner. Mr Grewal and Ms Chakraborty were, according to the Company's records and records at Companies House, shareholders in the Company with Ms Chakraborty registered as the holder of just over 50% of the Company's shares and Mr Grewal registered as holding just under 50%.
3. HHJ Johns QC gave judgment on the Unfair Prejudice Claim in 2021. He found that Ms Chakraborty was the majority shareholder in the Company and had conducted the affairs of the Company in a manner unfairly prejudicial to Mr Grewal. HHJ Johns QC ordered Ms Chakraborty to buy Mr Grewal's shares in the Company. It appears that she never did.
4. Mr Grewal obtained permission to appeal in 2021 against the nature of the remedy that HHJ Johns QC had ordered. However, Adam Johnson J dismissed that appeal in November 2021. The Court of Appeal (Asplin LJ) refused permission to appeal against Adam Johnson J's order.
5. In 2022 Mr Grewal was made bankrupt consequent on the non-payment of costs orders made because Mr Grewal lost certain interlocutory applications in the Unfair Prejudice Claim.
6. In 2023 Mr Grewal applied to annul his bankruptcy. That application failed and was dismissed as totally without merit. Mr Grewal sought permission to appeal against the district judge's order which Leech J refused as totally without merit on 27 February 2024.
7. Mr Grewal made an attempt to reopen that refusal of permission to appeal under CPR 52.30. Zacaroli J, as he then was, refused that application as being totally without merit on 14 May 2024.
8. Mr Grewal formed the view at some point that HHJ Johns QC's judgment in the Unfair Prejudice Claim had been procured by fraud. I will explain why a little later. He sought to bring private prosecution proceedings against people involved in the Unfair Prejudice Claim, including HHJ Johns QC, Adam Johnson J and Asplin LJ. The proposed private prosecution involved wide-ranging allegations of bribery and fraud
9. DJ Leo Pyle, who dealt with the private prosecution in the Magistrates' Court, described it as "wandering into a world of conspiracy theories" and refused to issue the summons Mr Grewal requested. On 17 December 2024 Martin Spencer J refused Mr Grewal permission to bring judicial review proceedings against DJ Leo Pyle's decision, Martin Spencer J certified the application for judicial review as totally without merit.
10. Mr Grewal, at some point, commenced the proceedings that became BL-2023-001696 (the Fraud Proceedings.) Mr Grewal was a prolific correspondent with CE-File showing 181 items relating to that claim, consisting largely of emails from Mr Grewal. The Fraud Proceedings were purportedly brought against upwards of 30 people, alleging fraud, forgery, theft, bribery and corruption in connection with the Unfair Prejudice Claim. The proposed defendants included barristers and solicitors who had provided either Mr Grewal or Ms Chakraborty advice in connection with the Unfair Prejudice Claim. They also included judges who had made decisions in connection with the Unfair Prejudice Claim.
11. It is unlikely that Mr Grewal properly served the Fraud Proceedings on the proposed defendants.
12. Although the Fraud Proceedings involved diffuse allegations, a common thread was that the defendants misrepresented matters and fraudulently failed to point out to Mr Grewal a possible argument to the effect that he was all along the 100% shareholder in the Company. It was alleged that certain defendants conspired fraudulently to induce him into making the Unfair Prejudice Claim, when that was inapposite for a 100% shareholder such as he. Other defendants were said to have gone along with that fraudulent conspiracy.
13. On 17 June 2024 Marcus Smith J made an unless order in the Fraud Proceedings (the Unless Order). He required proper service on those individuals against whom Mr Grewal was proceeding and ordered that, if proper service was not effected, the Fraud Proceedings would be struck out.
14. On 8 October 2024 the matter came before Master Kaye. By the Order Under Appeal, Master Kaye joined Mr Grewal's trustees in bankruptcy (the Trustees) to the Fraud Proceedings as Intervenors. She made a limited civil restraint order (LCRO) against Mr Grewal. She dismissed three applications that Mr Grewal had made (including an application for an extension of time within which to serve particulars of claim) as totally without merit.
15. Most significantly, by the Order Under Appeal Master Kaye struck out the Fraud Proceedings for two reasons:

a. Mr Grewal had failed to comply with the Unless Order.

b. Mr Grewal lacked standing to bring the Fraud Proceedings as the right to bring those proceedings belonged to the Trustees.

16. Mr Grewal says that Master Kaye held that it was not necessary for her to look at Articles 5 and 6 of the Company's Articles of Association of the Company that Mr Grewal urged her to read.
17. On 14 November 2024 Mr Grewal applied to a High Court judge for permission to appeal against Master Kaye's order. No one suggests today that Mr Grewal was precluded by the terms of the LCRO from applying for permission to appeal.
18. Mr Grewal's application for permission to appeal against the Order Under Appeal was late: that order was made on 8 October 2024 and no Appellant's notice was served until 14 November 2024. Therefore, Mr Grewal is some 14 or 15 days late. When the matter came before Miles J on the papers on 19 November 2024, he refused permission to appeal, and he certified the application as totally without merit on 19 November 2024. He also refused Mr Grewal permission to make a late appeal.
19. Mr Grewal, today, explained his reasons, why he was late. I propose to vary Miles J's order to an extent. I will give Mr Grewal permission to advance a late appeal so that I can today hear the arguments that he makes as to why permission should be granted.

Discussion

20. Mr Grewal invites me to set aside and vary Miles J's order on the papers. The central matter I need to consider is whether I should grant permission to appeal against the Order Under Appeal. I treat today's application as a rehearing of Mr Grewal's application for permission to appeal. It is not an appeal against Miles J's order and I am free to form a different view of the matter from Miles J if I choose. I apply the usual test for a first appeal by asking whether Mr Grewal's appeal has realistic prospects of success or whether there is some other compelling reason for the appeal to be heard.
21. Mr Grewal's grounds of appeal do not go into the detail of the Order Under Appeal. It is not suggested, for example, that Master Kaye was wrong to conclude, as a matter of law, that the right to bring the Fraud Proceedings belonged to the Trustees rather than to Mr Grewal personally. Mr Grewal does not argue that he had in fact complied with the Unless Order. Rather by his grounds of appeal, Mr Grewal invites me to take a step back and consider events regarding the formation of the Company, with a view to persuading me that HHJ Johns QC's order on the Unfair Prejudice Claim was procured by fraud.
22. That, Mr Grewal submits, would start a domino effect. Because HHJ Johns QC's order was procured by fraud, and indeed Mr Grewal was only induced to bring the Section 994 Claim by a fraudulent conspiracy, the costs order against him should never have been made, his bankruptcy should never have happened and in those circumstances, the Order Under Appeal would never have been necessary. In short Mr Grewal argues that, because HHJ Johns QC's order was procured by fraud, most of what happened subsequently was a nullity.
23. Mr Grewal's central assertion is that all along he was the sole shareholder in the Company. He asserts that although Companies House ostensibly showed Ms Chakraborty as holding 510 shares out 1000, all 999 shares issued after the initial subscriber share issued on the Company's incorporation were issued by application of an incorrect process. He asserts that Ms Chakraborty never paid for her shares and so Article 5 and Article 6 of the Company's Articles of Association applied with the result that at all material times Mr Grewal was the 100% shareholder in the Company.
24. I am not, myself, convinced that the argument that Mr Grewal was, all along, the sole shareholder in the Company is very strong. I make no determination of it, because for reasons I will come on to I do not need to. However, it appears as though Mr Grewal's reliance on Article 5 is misplaced. That provision applies to the share issued to the subscriber to the Company's memorandum. It does not obviously say anything about the 999 shares the Company issued subsequently.
25. Mr Grewal's argument appears to proceed on the basis that Article 6 of the Company's Articles gave him the power to declare void shares that Ms Chakraborty did not pay for. However, Article 6 provides for the Company to have a lien over shares issued when amounts payable on them are not paid. It is not obvious to me that this Article operated to make Mr Grewal a 100% shareholder in the Company even if he is correct to say that Ms Chakraborty never paid for the 510 shares she apparently held.
26. I do accept from Mr Grewal's clear and patient submissions that there are arguments based on Article 5 and Article 6 that with hindsight he wished he had either (i) appreciated before deciding whether to bring the Unfair Prejudice Claim at all or (ii) made in 2021 before HHJ Johns QC.
27. However, the allegation that some 30 or so people fraudulently conspired to hide those arguments from him by, for example, hiding the Company's Articles of Association has no force at all. The Company's Articles are a public document. The fact that Mr Grewal failed to identify a point of debatable strength in 2021 does not mean that there was a fraudulent conspiracy to hide that point.
28. Mr Grewal clearly regrets the fact that arguments based on Article 5 and Article 6 (such as they are) were not identified earlier. He blames others, rather than himself, for that. He makes the leap that the behaviour of those others was fraudulent rather than just oversight. Mr Grewal completely discounts the possibility that the arguments he has summarised were not drawn to his attention, or noticed, because they were not strong.
29. DJ Leo Pyle was not wrong to describe Mr Grewal as engaging in conspiracy theories. I have listened very carefully to Mr Grewal's patient, clear and courteous submissions but I have concluded that they have failed to engage with the Order Under Appeal. Mr Grewal has not even attempted to show a case with a realistic prospect of success to the effect that he had complied with the Unless Order. In a similar vein, he has not even sought to challenge Master Kaye's core conclusion that to the extent there was any cause of action against the 30 or so individuals, that action vested in the Trustee in Bankruptcy and could be pursued only by the Trustees and not by Mr Grewal.
30. In his grounds of appeal, Mr Grewal argued that Master Kaye committed "judicial fraud" by not considering his arguments based on Articles 5 and 6. Mr Grewal put it in a (slightly) more measured way in oral submissions saying that she had shown bias, and an unwillingness to consider relevant material.
31. I did listen to Mr Grewal's submissions on Article 5 and Article 6 today because I wanted to understand what they were about. However, Master Kaye was quite entitled to conclude that she did not need to consider those allegations in order to consider whether the Unless Order had been complied with or whether Mr Grewal had standing to bring the appeal. That involved no "bias" or "judicial fraud" and Mr Grewal should not have made those allegations. Master Kaye was simply focusing on relevant matters.
32. In effect, Mr Grewal is impermissibly seeking to side-step the need to show a realistic prospect that the Order Under Appeal was wrong by going back to events of some four years ago. There is no compelling reason for the appeal to be heard.
33. I dismiss the application for permission to appeal against the Order Under Appeal. I certify it as totally without merit.
34. Mr Grewal has requested other orders today such as a blanket order to rescind and set aside various orders he lists starting with the order of HHJ Johns QC. Mr Grewal has invited me to send a report to the Director of Public Prosecution regarding criminality by the Defendants. He is apparently inviting me to make orders for the immediate arrest of all Defendants. There is no prospect of me making any such orders, even if I had power to do so. Mr Grewal's other applications are refused.

THE TRUSTEES' APPLICATION FOR AN ECRO

The correct approach and the court's powers

35. The court's power to make an ECRO comes from CPR 3.11 as it is amplified by Practice Direction 3C. I will apply the following principles in deciding whether to make such an order:

a. The threshold requirement is proof that Mr Grewal has "persistently issued or has made applications which are totally without merit" (Paragraph 3.1 of Practice Direction 3C).

b. Proof of at least three such applications is the bare minimum (Re: Ludlum (A Bankrupt) [2009] EWHC 2067 Ch). However, even where the bare minimum threshold is met, the test remains one of persistence.

c. If the court makes a determination that a particular claim or application is totally without merit, that determination is conclusive unless it is reversed on appeal. A litigant should not be permitted to look behind the certificate that a particular application is totally without merit. (Sartipy (aka Hamila Sartipy) v Tigris Industries Inc [2019] EWCA Civ 225).

d. In deciding whether to make a civil restraint order I am entitled to take into account any previous claims or applications which I conclude are totally without merit. I am not limited to claims or applications which were so certified at the time (Sartipy v Tigris). However, I do not consider that to be a relevant consideration here.

e. It does not follow that simply because the threshold condition is met, the court must necessarily make an extended civil restraint order. The point of such an order is not to punish for past conduct. The most important factor in the exercise of the court's discretion is an assessment of how great the "threat level" that the Appellant will continue to pursue wholly unmeritorious claims or applications. (Ridley v Blackpool County Court [2023] EWCA Civ 586 at [26]).

Application of those principles to the facts

36. It is quite clear that Mr Grewal has made more than three applications that are totally without merit. I can list, for example:

a. my order today, refusing the application for permission to appeal;

b. the Order Under Appeal that dismissed three applications as totally without meri;

c. Martin Spencer J's order of 17 December 2024 (see paragraph  REF _Ref193473667 \r \h \* MERGEFORMAT  above);

d. Leech J's order of 27 February 2024 (see paragraph  REF _Ref193473718 \r \h \* MERGEFORMAT  above);

e. Zacaroli J's order of 14 May 2024 (see paragraph  REF _Ref193473770 \r \h \* MERGEFORMAT  above).

37. To hear Mr Grewal's clear, measured and patient oral submissions today is to understand the genuineness of his belief that he has been harshly treated over the years. However, that is not the point. Moreover, Mr Grewal's paper applications actually strike a very different note from the courteous and patient demeanour that he has presented in court. As I have noted, Mr Grewal's position in the draft order he submitted prior to today's hearing was that I should make an immediate order requiring some 30 defendants to be arrested.
38. So while the way Mr Grewal presents his applications orally is patient, courteous and articulate, those applications remain extremely invidious and seek wide-ranging relief on the basis of unsubstantiated allegations of fraud, bribery and corruption.
39. In submissions today, Mr Grewal indicated an intention to continue with his campaign. He says that the only thing that is holding him back from doing so "properly" is a lack of money. In answer to my questions, he said that he seeks a path forward to enable him to bring cases in the magistrates' court against the hard core of Defendants that he still believes to be guilty of criminal offences.
40. Mr Grewal has shown an ability already to litigate well beyond the point at which he has palpably lost. That litigation is entirely unreasonable in its compass. When appeals fail, has purported to bring proceedings against judges who decide matters against him or requested that they be prosecuted for "fraud". Fraud trips off the tongue in Mr Grewal's applications and I do see a real risk of future totally without merit applications being made. I consider that the test of persistence is satisfied, since even following the LCRO, there have been two totally without merit applications and Mr Grewal said today that he proposes to continue his campaign.
41. The threat level is high. I consider this to be case where there needs to be an ECRO to prevent further totally without merit applications being made that touch on these proceedings.
42. I do wish to assure Mr Grewal of two points:

a. The ECRO will prohibit Mr Grewal from making applications. It will not prohibit him from defending applications that the Trustees make in connection with his bankruptcy.

b. The prohibition on making applications will not be absolute. Mr Grewal will be permitted to make applications, even applications that touch on the present proceedings, if he gets the consent of the nominated judge for the extended civil restraint order.

43. I am therefore going to make an ECRO. I indicated to the parties during the course of their submissions that the ECRO should contain a (non-exhaustive) summary of what matters will be said to touch or concern the present proceedings and so be within the scope of the ECRO. I would invite the parties, when making submissions on the form of order that I should make, to send my clerk an email no later than 12 noon tomorrow, to suggest what matters should be covered by the ECRO and what should not. I am going to impose a page limit. I would like those submissions to be no longer than two pages each, simply setting out the text of what they think the prohibition should bite on, and examples, if they wish, of matters that the prohibition should not bite on.
44. I will consider the precise form of ECRO in the light of those submissions.

MR GREWAL'S APPLICATION FOR PERMISSION TO APPEAL

45. At conclusion of the hearing, Mr Grewal requested permission to appeal.
46. There is no right of appeal against my refusal of permission to appeal against Master Kaye's Order Under Appeal (s54(4) of the Access to Justice Act 1999).
47. Mr Grewal provided no grounds of challenge to (i) my decision to make the ECRO or (ii) to refuse his other applications. I refuse Mr Grewal permission to appeal.