High Court Sets Aside Disclosure Order in £41million Property Investment Dispute

What did the High Court decide?

In WV UK Development Limited & Ors v Rui Liu & Ors [2026] EWHC 2715 (BP), handed down on 27 October 2026, Mr Christopher Pymont KC considered applications by the defendants to set aside or vary an order originally granted by Chief Master Shuman.

The original order required the defendants to provide extensive documents and financial information concerning the company and its subsidiaries. It also required Rui Liu to provide a witness statement explaining the dissolution of Leos UK Investment Ltd and an apparent transfer of shares.

The judge concluded that the disclosure sought was not properly connected to the specific alleged breach of the shareholders’ agreement relied on to obtain the order. He therefore ordered that the Chief Master’s order be set aside. The judgment addressed the disclosure application; it did not finally determine every underlying dispute between the shareholders.

What was the dispute about?

The case arose from a property-development joint venture involving Vincent Wan and Rui Liu. Their interests were held through corporate entities, with Wan’s side holding 49% and Liu’s side holding 51% of the relevant company. The judgment records that Wan and his companies had invested approximately £41 million in the company and its subsidiaries.

The shareholders’ agreement included provisions concerning access to company records, governance and restrictions on share transfers. Wan sought financial and transactional information as discussions took place about his proposed exit from the joint venture. The information requested included records relating to properties acquired or sold through the group’s subsidiaries.

In March 2026, the claimants discovered that Leos UK Investment Ltd had been dissolved and that a Companies House confirmation statement appeared to show its shares in the company had been transferred to its parent, Leos Investment Holdings Ltd. The claimants said no required shareholder consent had been obtained.

Liu’s subsequent evidence was that there had been no executed share-transfer form, sale agreement or payment, and that the apparent transfer was recorded only in a confirmation statement. Leos UK was restored to the register in May 2026. The judge considered that restoration meant the company was deemed to have continued in existence as if it had not been dissolved, which weakened the suggested case that the shareholders’ agreement had been breached. The judge did not make a final determination of that issue.

Why was the disclosure order set aside?

The central difficulty was the mismatch between the alleged wrongdoing used to support the application and the information the claimants wanted to obtain. The alleged breach concerned dealings with shares and the dissolution of Leos UK. The disclosure schedule, by contrast, sought years of financial records to investigate whether money invested in the property-development group had been dissipated.

The judge said the evidence did not establish a good arguable case of asset dissipation. The defendants had provided explanations for the concerns raised, and the remaining issues were principally about the adequacy of accounting records and governance, rather than evidence that company assets had been wrongfully dissipated.

The claimants’ request was therefore not focused disclosure needed to pursue the specific alleged breach. In the judge’s assessment, it was an attempt to discover whether other claims might exist. The Norwich Pharmacal jurisdiction could not be used for that kind of open-ended investigation.

The jurisdiction exists to help a party vindicate an arguable legal right, not to provide a general investigation into whether a claim may be available.

Summary of the court’s reasoning in [2026] EWHC 2715 (BP).

The judge also found that the company was not shown to have facilitated the alleged breach of the shareholders’ agreement, while Liu and the relevant parent company were not shown to have the immediate access to the financial documents sought. These were further difficulties under the legal test for Norwich Pharmacal relief.

What is the Norwich Pharmacal test?

The judgment restated the requirements for Norwich Pharmacal relief, drawing on Collier v Bennett and authorities approved by the Privy Council. In broad terms, an applicant must establish:

• a good arguable case that a legally recognised wrong has been committed against them;
• that the respondent was mixed up in the wrongdoing so as to have facilitated it;
• that the respondent can, or is likely to be able to, provide information needed to pursue the ultimate wrongdoer; and
• that disclosure is an appropriate and proportionate response in all the circumstances.

The judge emphasised that a reasonable belief or suspicion of wrongdoing is not enough by itself. The applicant must show a good arguable case, and the disclosure requested must relate to the same wrongdoing relied upon to satisfy that requirement.

Alternative routes to information may also be relevant when assessing whether relief is necessary and proportionate. The judgment explains that the remedy need not invariably be a last resort, but a straightforward and available alternative should be considered. In this case, however, the application failed for more fundamental reasons, including the disconnect between the alleged share-related breach and the broad financial disclosure requested.

Why did the without-notice application matter?

The claimants had applied to the Chief Master without notifying the defendants. The judge did not accept that this was justified. The usual grounds for proceeding without notice are that there is no time to notify the other party or that there is a real risk the party will take steps to defeat the purpose of the order.

Neither ground was established on the evidence. There had been time to notify the defendants before the hearing, and the disclosure application did not include a freezing order. The judge found no adequate basis for concluding that the defendants would destroy the documents if they were notified.

The judge also considered it inappropriate to require Liu to provide witness evidence against himself in advance of proceedings based on the alleged breach, particularly when the claimants already had enough information to bring a claim if they wished to do so.

What does the judgment mean for commercial disputes?

The decision underlines that Norwich Pharmacal relief is an exceptional disclosure remedy, not a substitute for ordinary litigation disclosure or a means of testing whether suspicions might turn into a claim. The legal wrong relied on, the respondent’s alleged involvement and the information sought must be linked in a coherent way.

The judge noted that the claimants could consider other routes, including proceedings under section 994 of the Companies Act 2006 concerning alleged unfair prejudice. Such proceedings could provide a framework for addressing the dispute about governance, access to financial information and a potential buy-out, with disclosure sought within the litigation where appropriate.

The ruling does not determine the ultimate merits of every dispute between the parties. Its immediate effect is that the disclosure order made by the Chief Master was set aside because the requirements for the exceptional remedy had not been met on the case advanced.