Claim No. CFI 058/2026

THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN:

JONATHAN LAU

Claimant/Respondent

and

(1) QASHIO HOLDING COMPANY LIMITED
(2) ARMIN MORADI TOSARVANDANI

Defendants/Appellants

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ORDER WITH REASONS OF H.E. JUSTICE RENE LE MIERE

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UPON the Claimant’s Part 8 Claim Form dated 22 May 2026 (the “Application” or the “Claim”)

AND UPON the Order with Reasons of H.E. Justice Rene Le Miere dated 22 July 2026 (the “22 July Order” or the “Order”)

AND UPON the Defendants’ Appeal Notice dated 12 August 2026, seeking permission to appeal the 22 July Order (the “PTA Application”)

AND UPON the Defendants’ Application No. CFI-058-2026/2 dated 12 August 2026 seeking a stay of the 22 July Order pending determination of the PTA Application (the “Stay Application”)

AND UPON review of the Claimant’s submission in opposition to the PTA Application and evidence in answer to the Stay Application dated 2 September 2026

AND PURSUANT TO the Rules of the DIFC Courts (“RDC”)

IT IS HEREBY ORDERED THAT:

1. The PTA Application is granted on Ground 2.

2. The PTA Application is refused on Grounds 1 and 3 to 6.

3. The Stay Application for a stay of paragraphs 1(b), 1(c) and 8 of the 22 July Order is dismissed.

4. Paragraphs 1(b), 1(c) and 8 of the 22 July Order shall remain in full force and effect pending the appeal.

5. The Stay Application for a stay of paragraph 10 of the 22 July Order is granted.

6. Paragraph 10 of the 22 July Order is stayed pending the determination of the appeal on Ground 2 or further order of the Court.

7. The costs of the PTA Application are reserved for the Court of Appeal.

8. The Appellants shall pay 75% of the Respondent's costs of the Stay Application.

9. The costs referred to in paragraph 8 shall be assessed by a Registrar on the standard basis unless otherwise agreed.

Issued by:
Hayley Norton
Assistant Registrar
Date of issue: 15 September 2026
At: 3pm

SCHEDULE OF REASONS

A. Introduction

1. These reasons concern the Appellants' PTA Application and the associated Stay Application arising from the 22 July Order, made on the Respondent's application for pre-action production under RDC 28.47 to 28.50. The Court granted Requests 1, 2, 3, 5, 6, 7, 8, 9 and 10, refused Request 4, directed the Appellants to serve a verified document production statement, and ordered the Appellants to pay the Respondent's costs.

2. The Appellants seek permission to appeal the orders concerning SAFE documents, banking records, the verified document production statement and costs.

3. By a separate Application, the Appellants seek a stay of paragraphs 1(b), 1(c), 8 and 10 pending the determination of the PTA Application, and, if permission is granted, the appeal itself. They contend that complying with the production and verification obligations would irreversibly disclose confidential information, thereby depriving any successful appeal of practical utility. They also seek a stay of the costs order.

4. The Appellants advance six grounds of appeal. In summary, they contend that the 22 July Order is unjust due to procedural unfairness; that the Court applied the wrong costs regime; that it erred in ordering production under Requests 5 and 6; that it failed adequately to consider proportionality, burden and confidentiality; and that portions of the Order are uncertain and supported by inadequate reasoning. They submit that the proposed appeal has a real prospect of success, or, alternatively, that there is a compelling reason for the appeal to be heard.

5. The Respondent opposes both the PTA Application and the Stay Application. He submits that none of the proposed grounds discloses a real prospect of success, that there is no compelling reason for an appeal to be heard, and that the Order contains comprehensive reasons supporting the result reached. He further contends that the Appellants have failed to comply with obligations under the Order that are not the subject of the proposed appeal, that no basis exists for granting a stay, and that the Court should make further directions requiring compliance with the Order and addressing the consequences of any continued non-compliance.

6. The issues arising from these Applications are therefore:

7. I will first consider the PTA Application. I will then address the Stay Application in light of the conclusions reached on permission.

B. Background

8. The Respondent is a minority shareholder of the First Appellant. Disputes arose between the parties concerning, among other matters, payments made under a Share Sale and Purchase Agreement, a May 2024 share issue that substantially diluted the Respondent's shareholding, the Company's accounting records, SAFE-related transactions and associated corporate records.

9. The Respondent sought voluntary production of documents concerning those matters, including documents relating to the share issue, SAFE transactions, accounting records and banking records. The Appellants declined to provide most of the requested material, contending that the requests were disproportionate, sought information beyond any proper disclosure obligation and amounted to an impermissible investigation of the Company's affairs.

10. The Respondent thereafter commenced proceedings under RDC 28.47 to 28.50 seeking pre-action production of specified categories of documents said to be relevant to contemplated proceedings arising from those disputes.

C. Procedural History

11. By On 22 May 2026, the Respondent commenced proceedings under RDC 28.47 to 28.50 seeking pre-action production of documents. The Claim was supported by witness evidence, exhibits, Annex 1 identifying the categories of documents sought and a draft order.

12. The Appellants obtained an extension of time to respond and thereafter filed evidence opposing the Application. The Respondent filed evidence in reply.

13. On 7 July 2026, the Registry invited the parties to state whether the Application should be determined at a hearing or on the papers. On 13 July 2026, the parties agreed that the Application could be determined on the papers. On the same day, the Appellants enquired whether skeleton arguments or further written submissions would be required. Before issuing the Order, the Registry informed the parties that no further submissions were required.

14. On 22 July 2026, the Court issued the Order with Reasons granting the Application in substantial part, refusing Request 4, requiring verified document production statements and ordering the Appellants to pay the Respondent's costs.

15. On 12 August 2026, the Appellants filed an Appellant's Notice seeking permission to appeal and a related Application for a stay of paragraphs 1(b), 1(c), 8 and 10 of the Order. The Respondent subsequently filed submissions opposing both Applications.

D. Applicable Principles – Permission to Appeal

D1. Permission to Appeal

16. Pursuant to RDC 44.19, permission to appeal may be given only where:

17. A “real prospect of success” means a prospect that is realistic rather than fanciful. The question is whether the proposed grounds disclose a realistic basis for establishing one of the conditions in RDC 44.117.

18. The alternative gateway of “some other compelling reason” is engaged only where there is a reason of sufficient importance to justify appellate consideration notwithstanding the absence of a realistic prospect of success.

D2. Appellate Review

19. Pursuant to RDC 44.110, an appeal is generally by way of review rather than rehearing.

20. The appellate court is concerned with whether the decision below was wrong, or unjust because of a serious procedural or other irregularity within RDC 44.117, not whether it would itself have reached a different conclusion.

21. It follows that the mere fact that another conclusion was available does not establish error.

22. In relation to discretionary decisions, appellate intervention will ordinarily be justified only where the judge erred in principle, applied the wrong legal test, failed to take account of a material consideration, took account of an irrelevant consideration, or reached a conclusion that was not reasonably open on the material before the Court.

D3. Findings of Fact, Evaluative Judgments and Discretionary Judgments

23. Applications under RDC 28.47 to 28.50 involve several different categories of decision-making.

24. First, before the Court's power to order pre-action production is enlivened, the Court must be satisfied that the requirements of RDC 28.48 have been met. Those requirements are threshold or jurisdictional requirements. Whether they are satisfied involves findings of fact and evaluative findings based on the evidence before the Court. They are not, in themselves, exercises of discretion.

25. Secondly, where the threshold requirements are met, the Court must determine whether it is appropriate to order pre-action production and, if so, the scope and terms of any order. That determination involves the exercise of judicial discretion, including consideration of matters such as proportionality, burden, confidentiality, the likely utility of the documents sought, and the overall interests of justice.

26. Accordingly, it is necessary to distinguish between proposed grounds that challenge the correctness of findings or evaluative conclusions underpinning satisfaction of RDC 28.48 and those that challenge the exercise of discretion after the Court's power has been enlivened.

27. In relation to findings of fact and evaluative findings, the appellate question is not whether another conclusion was available, but whether there is a realistic basis for concluding that the finding was wrong. A proposed appeal will not ordinarily have a real prospect of success merely because another judge might have assessed the evidence differently or drawn different inferences from it.

28. In relation to discretionary judgments, appellate intervention will ordinarily be justified only where the judge erred in principle, applied the wrong legal test, failed to take account of a material consideration, took account of an irrelevant consideration, or reached a conclusion that was not reasonably open to the Court on the material before it.

29. These principles are relevant to several proposed grounds of appeal, which challenge both evaluative findings concerning the requirements of RDC 28.48 and discretionary judgments concerning the scope of the production ordered and the balancing of proportionality, burden, and confidentiality considerations.

D4. Error in Reasoning and Error in Result

30. An appeal lies against the decision embodied in the Court's order, not against every step in the Court's reasoning. Accordingly, the question on appeal is whether the decision was wrong or unjust because of a serious procedural or other irregularity in the proceedings below, within the meaning of RDC 44.117.

31. It follows that criticism of a particular aspect of the judge’s reasoning does not, without more, establish a real prospect of success on appeal. The relevant question is whether the alleged error demonstrates that the decision itself was wrong or unjust because of a serious procedural or other irregularity.

32. Where the result reached by the Court is sustainable, notwithstanding an alleged deficiency in part of the reasoning, a challenge directed solely to that aspect of the reasoning will not ordinarily establish a real prospect of success. An appellate court is concerned primarily with the correctness of the decision, not with whether every aspect of the reasoning can be expressed differently or improved.

33. Accordingly, when considering whether permission should be granted, it is necessary to determine whether the proposed ground identifies an alleged error that could affect the correctness of the decision itself, rather than merely a disagreement with part of the reasoning leading to that decision.

D5. Procedural Irregularity

34. One of the conditions upon which the Court of Appeal may allow an appeal is that the decision was unjust because of a serious procedural or other irregularity in the proceedings in the lower court. RDC 44.117 therefore requires more than identifying a procedural error or departure from an ideal procedure. The irregularity must be both serious and productive of injustice.

35. In assessing whether that threshold is realistically capable of being established, the Court will consider the proceedings as a whole and whether the party advancing the complaint was afforded a fair opportunity to present its case and respond to the case advanced against it.

36. Not every procedural complaint, procedural defect or alleged deficiency in case management will justify appellate intervention. The question is whether the alleged irregularity was material and whether it is realistically arguable that it rendered the decision unjust.

37. Where a party has been afforded a reasonable opportunity to place evidence and submissions before the Court, appellate intervention will not ordinarily be justified merely because the Court adopted a different procedure from that preferred by the party or declined to permit additional steps in the proceedings.

38. Accordingly, for the purposes of RDC 44.19, an appellant relying upon procedural unfairness or procedural irregularity must demonstrate a realistic prospect of establishing not only that an irregularity occurred, but also that the irregularity was sufficiently serious and material to render the resulting decision unjust within the meaning of RDC 44.117.

E. Permission to Appeal: Ground 1 - Procedural Unfairness

E1. Appellants' Submissions

39. The Appellants contend that the Order is unjust because of a serious procedural irregularity within RDC 44.117(2) and that the proposed appeal therefore has a real prospect of success. They submit that the Application for pre-action production was determined without affording them a proper opportunity to make written submissions on legal, discretionary and costs issues that materially informed the Court's decision.

40. The Appellants accept that they were permitted to file evidence opposing the Application. Their complaint is not that they were denied participation in the proceedings. Rather, they contend that, after the evidentiary process concluded, the parties were informed that no further submissions were required and the Application was subsequently determined without the Appellants being afforded an opportunity to file written submissions or a skeleton argument.

41. The Appellants submit that the matters on which they were denied an opportunity to make submissions included:

42. The Appellants contend that the omission was material because those issues were resolved adversely to them. They submit that, had they been afforded an opportunity to make submissions, they would have advanced arguments concerning the relevance and necessity of Requests 5 and 6, proportionality and confidentiality considerations, the significance of the Dubai Court proceedings, and the operation of the specific costs regime governing pre-action production applications. They place particular emphasis on the costs order, contending that the Court applied the general proposition that costs follow the event without receiving submissions on RDC 38.64 to 38.66.

43. The Appellants submit that a party must be afforded a fair opportunity to address matters material to the determination of a contested application. They contend that the alleged irregularity was sufficiently serious to satisfy RDC 44.117(2) because there is a real prospect that further submissions might have affected the outcome. They therefore seek remittal of the Application for reconsideration after they have been afforded an opportunity to make written submissions on the substantive and costs issues arising from the Application.

E2. Respondent's Submissions

44. The Respondent submits that Ground 1 discloses no real prospect of success because the Appellants have failed to identify any procedural irregularity, let alone one capable of rendering the Order unjust within RDC 44.117(2). The Respondent contends that the Application was determined in accordance with RDC Part 8 and that the Appellants were afforded a full and fair opportunity to advance their case.

45. The Respondent submits that the parties filed evidence in accordance with the procedure prescribed by RDC Part 8, that the Appellants agreed the Application could be determined on the papers, and that they had no entitlement to a further round of written submissions after the evidentiary process had concluded. Nor did they seek permission to adduce additional evidence or material.

46. The Respondent further submits that the matters on which the Appellants now say they were unable to make submissions were apparent from the Claim Form, witness evidence and Annex 1 to the Application. Those matters included the requirements of RDC 28.47 to 28.50, the relevance and materiality of the requested documents, the Dubai Court proceedings, proportionality and confidentiality issues, the scope of Requests 5 and 6, and costs. The Respondent contends that those matters formed part of the Application from the outset and did not arise unexpectedly in the Reasons.

47. The Respondent submits that the Appellants have not identified any issue determined on a basis not raised by the parties, nor any material prejudice arising from the procedure adopted. The existence of additional arguments which might have been advanced does not establish procedural unfairness.

48. Accordingly, the Respondent submits that the Appellants have failed to establish any serious procedural irregularity or any realistic basis for concluding that the Order was unjust. Permission to appeal should therefore be refused on this ground.

E3. Decision

49. I find that Ground 1 has no real prospect of success.

50. The Appellants' complaint is not that they were prevented from filing evidence. Nor do they contend that the Court determined the Application on material which had not been disclosed to them. Rather, they complain that the Court did not afford them an opportunity to file written submissions or skeleton arguments before determining the Application.

51. That complaint must be considered in the context of the procedure prescribed by RDC Part 8 and the Application's procedural history.

52. The Respondent commenced the Application under Part 8. Pursuant to RDC 8.23, a claimant relying on written evidence must file that evidence with the Claim Form. Pursuant to RDC 8.26, a defendant wishing to rely on written evidence must file it with the acknowledgment of service. Pursuant to RDC 8.28, the claimant may file written evidence in reply within 14 days of service of the defendant's evidence. Pursuant to RDC 8.30, a party may apply for permission to serve and file additional evidence. RDC Part 8 does not provide for the filing of defences, replies, skeleton arguments or written submissions as of right.

53. The procedural steps contemplated by Part 8 were followed in this case. The Respondent filed the Part 8 Claim Form, together with supporting witness evidence. The Appellants applied for and obtained an extension of time to file their acknowledgment of service and evidence in response. By Order dated 23 June 2026, Judicial Officer Maitha Al Shehhi extended the Appellants' deadline to file and serve their Acknowledgments of Service and evidence until 26 June 2026.

54. The Appellants then filed evidence in opposition. The Respondent subsequently filed evidence in reply. The evidentiary process contemplated by RDC 8.23, 8.26 and 8.28 was therefore complete.

55. On 7 July 2026, the Registry asked the parties to confer and advise whether the Claim should be determined at a hearing or on the papers.

56. On 13 July 2026, the parties jointly informed the Registry that they agreed the Application might be determined on the papers. On the same day, the Appellants' solicitors asked the Registry whether skeleton arguments or other written submissions would be required.

57. On 22 July 2026, before the Order was issued, the Registry informed the parties that the matter had been placed before the Judge and that no further submissions were required.

58. The Appellants submit that they should have been afforded an opportunity to file submissions on the Application of RDC 28.47 to 28.50, the threshold under RDC 28.48(3), relevance and materiality, the Dubai Court proceedings, proportionality, confidentiality, burden, the scope of Requests 5 and 6, and costs.

59. I do not accept that the Appellants were denied an opportunity to address those matters.

60. Each of those topics was apparent on the face of the Application. The legal basis for the relief sought arose directly from RDC 28.47 to 28.50. The Respondent's witness evidence addressed the relevance and materiality of the requested documents, the alleged significance of the Dubai Court proceedings, the reasons given for the desirability of pre-action disclosure, and the basis for the sought costs order being appropriate. The categories of documents sought under Requests 5 and 6 were expressly identified in Annex 1 to the Claim materials.

61. Those were therefore issues the Appellants were at liberty to address in their own witness evidence filed under RDC 8.26. Indeed, the reasons show that the Court considered and accepted a number of the Appellants' submissions on proportionality, burden, confidentiality and the proper scope of Requests 5 and 6. The fact that the Court accepted those submissions only in part does not establish that the Appellants were denied an opportunity to advance them.

62. Nor did the Appellants seek permission under RDC 8.30 to file additional evidence or other material. Having elected to proceed on the papers and having completed the evidentiary process under Part 8, the Appellants cannot now establish procedural unfairness merely because they wish they had requested an oral hearing or to file written submissions before the Court reached its decision.

63. Further, the Appellants have not identified any issue on which the Court decided the Application on a basis not raised by the parties or that emerged for the first time in the reasons. Nor have they identified any specific submission that they were prevented from making by reason of any procedural ruling of the Court.

64. There is no real prospect that an appellate court would find that the procedure adopted departed from RDC Part 8, or that the Appellants were denied a fair opportunity to present their case. There is no real prospect that an appellate court would find a serious procedural irregularity or that the Order was unjust within the meaning of RDC 44.117(2).

65. Ground 1 therefore does not disclose a real prospect of success.

F. Ground 2: Costs

F1. Appellants' Submissions

66. The Appellants submit that the Court erred in its approach to costs and that Ground 2 raises a pure question of law with a real prospect of success. They contend that the Court applied the general principle that costs follow the event rather than the specific costs regime governing applications for pre-action production under RDC 28.47 to 28.50.

67. The Appellants rely upon RDC 38.64 to 38.66. They submit that those provisions constitute a specialised costs regime that displaces the ordinary starting point in RDC 38.7. RDC 38.65 provides that the general rule is that the person against whom a pre-action production order is sought is entitled to the costs of the application and the costs of complying with any order made on the application.

68. The Appellants contend that, as the persons against whom the application was brought, they fell within RDC 38.65. They submit that the Court erred by treating the Respondent's overall success on the application as the starting point without first addressing the specific regime established by RDC 38.65.

69. The Appellants further submit that the Court failed to undertake the analysis required by RDC 38.66. They contend that the Court did not consider whether the circumstances justified departing from the default position in RDC 38.65 or whether their opposition to the Application had been reasonable. In that regard, they rely upon the refusal of Request 4, the substantial narrowing of Requests 5 and 6, and the Court's acceptance that concerns regarding proportionality, burden, confidentiality and fishing expeditions had substance.

70. The Appellants also submit that RDC 38.65 reflects a policy that a person compelled to provide documents before proceedings commence should ordinarily recover both the costs of the application and the costs of compliance. They contend that the Court did not address that consideration or the costs likely to be incurred in reviewing and producing the documents ordered.

71. Accordingly, the Appellants submit that the costs order was made on the wrong legal basis and should be set aside or varied.

F2. Respondent's Submissions

72. The Respondent submits that Ground 2 discloses no real prospect of success. Whilst accepting that RDC 38.64 to 38.66 apply to applications for pre-action production, the Respondent contends that the Court applied the correct approach and, in substance, exercised the discretion conferred by RDC 38.66 to depart from the default position in RDC 38.65.

73. The Respondent submits that RDC 38.65 does not create a mandatory entitlement to costs. RDC 38.66 expressly preserves the Court's discretion to make a different order having regard to all the circumstances, including the extent to which it was reasonable for the Respondent to oppose the Application.

74. The Respondent contends that the Reasons demonstrate that the Court considered those circumstances, including the Respondent's efforts to obtain voluntary disclosure before commencing proceedings, the Appellants' refusal to provide substantial categories of documents, and the Respondent's success in obtaining production orders in respect of the overwhelming majority of the requested categories.

75. The Respondent further submits that the Court expressly considered the Appellants' partial success, including the refusal of Request 4 and the narrowing of Requests 5 and 6, but concluded that those matters did not alter the overall outcome of the Application. The Respondent contends that the absence of express reference to RDC 38.65 and 38.66 does not establish error where the reasons disclose the exercise of the relevant discretion in substance.

76. Accordingly, the Respondent submits that the Court applied the correct legal principles, reached a conclusion that was reasonably open to it, and made no appealable error in relation to costs. Permission to appeal should therefore be refused on this ground.

F3. Decision

77. I am satisfied that Ground 2 discloses a real prospect of success.

78. The starting point is RDC 38.64 to 38.66. Those provisions apply specifically to applications for the production of documents before the commencement of proceedings under RDC 28.47 to 28.50. RDC 38.65 provides that the general rule is that the Court will award the person against whom the order is sought their costs of the application and of complying with any order made on the application. RDC 38.66 preserves a discretion to make a different order, having regard to all the circumstances, including the extent to which it was reasonable for the respondent to oppose the application.

79. In its reasons, the Court approached the question of costs on basis that “[t]he general rule is that costs follow the event” and that this principle ordinarily applies to interlocutory applications, including those for pre-action production. The Court concluded that, because the Applicant had succeeded in relation to the overwhelming majority of the categories sought, the appropriate order was that the Respondents pay the Applicant's costs of the Application.

80. The Appellants contend that this approach was wrong because it treated RDC 38.7 as the applicable starting point rather than RDC 38.65. That contention has a real prospect of success.

81. RDC 38.65 establishes a specific costs regime for applications of the present kind. The rule reflects the ordinary position that a person compelled to provide documents before proceedings have commenced should ordinarily receive the costs of the application and of compliance. RDC 38.66 does not displace that starting point. Rather, it confers a discretion to depart from it where the circumstances justify a different result.

82. The Respondent submits that the Court, in substance, exercised the discretion under RDC 38.66, even though the rule was not expressly cited. That submission has force. The Court identified matters supporting departure from the ordinary position, including the Respondent's efforts to obtain voluntary disclosure before commencing proceedings and the fact that the Respondent had obtained the principal relief sought.

83. However, the reasoning expressly proceeded from a different starting point, namely that costs ordinarily follow the event. The Order does not identify RDC 38.65, does not recognise that the rule establishes a different general position for pre-action production applications, and does not expressly explain why it was appropriate to depart from that position.

84. It is also arguable that the Court did not fully engage with matters directly relevant to RDC 38.66. The Court accepted that Request 4 should be refused, that Requests 5 and 6 were excessively broad in their original form, that concerns regarding proportionality, confidentiality and burden had substance, and that the Appellants achieved success in confining significant aspects of the disclosure sought. Those matters were potentially relevant both to the reasonableness of the Appellants' opposition and to whether the Court should depart from the default position established by RDC 38.65.

85. It may ultimately be concluded that, even applying RDC 38.65 and 38.66, the Respondent's success on the Application justified a departure from the ordinary rule.

86. Nevertheless, the question at the permission stage is not whether the appeal will succeed. The question is whether it has a real prospect of success. Given the existence of a specialised costs regime directly applicable to the Application, the apparent reliance upon a different general rule, and the arguable failure expressly to address whether the circumstances justified departure from RDC 38.65, I am satisfied that Ground 2 crosses that threshold.

87. Ground 2 discloses an arguable legal question about the applicable costs regime, but that does not establish that the procedure adopted was unfair. The issue is one of legal correctness, not denial of an opportunity to be heard.

88. Accordingly, permission to appeal is granted on Ground 2.

G. Ground 3: Request 5 (SAFE Documents)

G1. Appellants' Submissions

89. The Appellants contend that the Court erred in concluding that Request 5 satisfied RDC 28.48(3). They submit that paragraph 1(b) of the Order and the associated reasoning disclose a real prospect of success on appeal.

90. Request 5 concerns documents relating to the SAFE instruments referred to in the Company's FY2024 accounts, including executed SAFE agreements, approvals, records evidencing receipt of funds and documents recording their accounting treatment. The Appellants submit that the SAFE transactions were not themselves the impugned share issuance and that no specific wrongdoing was alleged in relation to any identified SAFE transaction.

91. The Appellants submit that RDC 28.48(3) required the Court to determine whether the requested documents were relevant and material to an identified issue likely to arise in contemplated proceedings and whether they would likely be the subject of a Document Production Order if proceedings had already commenced. They contend that the Court failed to undertake that analysis with sufficient precision.

92. In particular, the Appellants submit that the Court failed to identify a sufficiently defined issue to which the SAFE documents were material. They contend that the Court relied on the fact that the documents might shed light on the Company's funding position and financial circumstances during the relevant period, but that this was no more than a possible line of inquiry rather than an identified issue satisfying RDC 28.48(3).

93. The Appellants further submit that the reasoning is inconsistent with the refusal of Request 4. They contend that both requests concerned matters collateral to the impugned share issuance and that, having concluded that Request 4 lacked a sufficiently direct connection with issues likely to arise in the contemplated proceedings, the Court ought also to have concluded that Request 5 failed to satisfy RDC 28.48(3).

94. Accordingly, the Appellants submit that Request 5 should have been refused and that paragraph 1(b) of the Order should be set aside.

G2. Respondent's Submissions

95. The Respondent submits that Ground 3 discloses no real prospect of success. The Court identified and applied the correct test under RDC 28.48(3), considered whether the documents sought by Request 5 would likely be the subject of a Document Production Order if proceedings had already commenced, and concluded that the reformulated request satisfied that requirement. The Appellants' complaint is, in substance, no more than disagreement with that conclusion.

96. The Respondent submits that the Court was not required to identify with pleading-level precision the causes of action, issues or legal theories likely to arise in contemplated proceedings. It was sufficient to identify issues likely to arise and determine whether the requested documents were relevant and material to those issues.

97. The Respondent rejects the characterisation of Request 5 as a fishing expedition or a search for material from which some further claim might emerge. The Court treated the request as directed to identified SAFE transactions that formed part of the factual matrix surrounding the disputed share issuance and the Company's funding arrangements. The Respondent submits that the requested documents constituted primary evidential material capable of verifying whether those transactions occurred, whether funds were received pursuant to them, and how they were reflected in the Company's financial records.

98. The Respondent further submits that the Court expressly distinguished Request 5 from Request 4 and was entitled to reach different conclusions in relation to those requests. The Court also took into account burden, confidentiality and proportionality concerns by substantially narrowing the request before ordering production.

99. Accordingly, the Respondent submits that the Court applied the correct legal test, considered the relevant factors and reached a conclusion that was reasonably open to it. Permission to appeal should therefore be refused on this ground.

G3. Decision

100. I am not satisfied that Ground 3 discloses a real prospect of success.

101. The Appellants correctly submit that RDC 28.48(3) imposes a threshold requirement. Before making a pre-action production order, the Court must be satisfied that, if proceedings had already commenced, it would make a Document Production Order directing the production of the documents or class of documents sought. The pre-action production jurisdiction is not available merely to enable a prospective claimant to investigate whether a claim might exist or to conduct a fishing expedition in the hope that an additional cause of action may emerge.

102. However, I do not accept the Appellants' characterisation of the reasoning adopted in relation to Request 5.

103. The Court did not conclude that the SAFE documents should be produced merely because they were "capable of bearing upon" the Company's financial position. Nor did the Court regard a possible connection to the Company's financial affairs as sufficient in itself to satisfy RDC 28.48(3).

104. Rather, the Court identified a specific issue likely to arise in the contemplated proceedings. The parties advanced competing explanations for the disputed share issuance. The Appellants relied, among other matters, on the Company's funding requirements and capital position to explain the transactions during the relevant period. The SAFE transactions were part of the same factual matrix. The issue was not whether the SAFE transactions themselves constituted a separate wrong. The issue was whether documents relating to those identified financing instruments were sufficiently relevant and material to issues likely to arise in the contemplated proceedings concerning the disputed share issuance and the circumstances in which it occurred.

105. The Court addressed that question. It expressly recognised the need to consider whether the requested documents were sufficiently relevant and material to issues likely to arise in the contemplated proceedings, and concluded that the core documents sought by Request 5 satisfied that requirement and would likely be ordered if proceedings had already commenced. The Court therefore applied the correct statutory test.

106. Nor do I accept the submission that the Court failed to distinguish between primary evidential material and a mere train of inquiry. The reasons distinguished Request 5 from a request directed solely to exploring the Company's financial affairs. The Court confined the request to identifiable SAFE transactions and associated records, and did not permit a broader review of accounting materials, audit trails or financial records.

107. The Appellants further submit that the Court failed to identify with sufficient precision the cause of action, issue or legal theory to which Request 5 related. I do not accept that submission. RDC 28.48 does not require the Court, at the pre-action stage, to formulate every cause of action or issue likely to arise in contemplated proceedings to pleading-level precision. The question is whether the documents are sufficiently relevant and material to issues likely to arise in those proceedings, and whether they would likely be ordered if proceedings had already commenced.

108. The Court identified the relevant issue. It concluded that the SAFE transactions materially contributed to the Company's funding arrangements during the relevant period, and that the requested documents could verify whether the transactions occurred, whether funds were received pursuant to them, and how they were reflected in the Company's financial records. Those conclusions provided a rational basis for finding the necessary connection between the documents sought and the issues likely to arise in the contemplated proceedings.

109. I also do not accept that the Court's treatment of Request 5 is inconsistent with its treatment of Request 4. Request 4 was refused because the Court was not satisfied that it had a sufficiently direct connection to issues likely to arise in the contemplated proceedings. The Court reached the opposite conclusion in relation to the reformulated Request 5. The fact that different requests produced different outcomes does not demonstrate inconsistency. Rather, it reflects the Court's assessment of the differing relevance and materiality of the categories sought.

110. The Court considered the Appellants' objections to proportionality, burden and confidentiality. Those objections led to Request 5 being significantly narrowed from the form originally sought. The Court's willingness to confine the request shows it considered those concerns. It does not support the conclusion that Request 5 should have been rejected altogether.

111. The Court's conclusion that Request 5 satisfied RDC 28.48(3) was an evaluative finding. For the reasons given above, I am not persuaded that the Appellants have identified any legal error, material omission or flaw in reasoning capable of demonstrating that that finding was wrong.

112. The Court's subsequent narrowing of Request 5 reflected the exercise of discretion after considering proportionality, burden and confidentiality. No basis has been shown for appellate interference with that discretionary decision.

113. Ground 3 therefore has no real prospect of establishing that the decision below was wrong within RDC 44.117.

H. Ground 4: Request 6 (Banking Records)

H1. Appellants' Submissions

114. The Appellants contend that the Court erred by failing to take into account, or give sufficient weight to, the existence of proceedings before the Dubai Courts directed to obtaining banking records. They submit that paragraph 1(c) of the Order and the associated reasoning disclose a real prospect of success on appeal.

115. The Appellants rely upon the Court's finding that the Respondent had commenced proceedings before the Dubai Courts seeking the appointment of an expert in connection with requests for banking information. They submit that the existence and potential utility of that process was directly relevant to whether production under Request 6 was desirable, necessary and proportionate.

116. The Appellants contend that the records sought under Request 6 substantially overlapped with records the Respondent was already seeking to obtain elsewhere. They submit that the availability of an alternative source was relevant both to the desirability requirement in RDC 28.48(4) and to the exercise of discretion.

117. They further submit that the Court failed adequately to consider whether the documents sought under Request 6 remained obtainable through the Dubai proceedings, whether there was substantial overlap between the two processes, and whether production by the Appellants would duplicate an existing mechanism for obtaining the same information.

118. The Appellants contend that the Court should have given greater weight to the existence of the Dubai proceedings and undertaken a broader assessment of whether production under Request 6 remained necessary and proportionate in those circumstances. They submit that the omission affected both the assessment under RDC 28.48 and the subsequent exercise of discretion.

119. Accordingly, the Appellants submit that Request 6 should have been refused or remitted for reconsideration after further examination of the relationship between Request 6 and the Dubai Court proceedings.

H2. Respondent's Submissions

120. The Respondent submits that Ground 4 discloses no real prospect of success. The Court considered the existence of the Dubai Court proceedings, applied the correct legal test and reached a conclusion that was reasonably open to it. The Appellants have not identified any legal principle requiring the Court to refuse pre-action production merely because documents may also be obtainable through another process.

121. The Respondent submits that the banking records sought by Request 6 satisfied the requirements of RDC 28.48 because they related directly to identified allegations advanced by the Respondent and identified factual contentions advanced by the Appellants. The Court was entitled to conclude that the records constituted primary evidential material rather than a mere train of inquiry.

122. The Respondent further submits that the Dubai Court proceedings were not an adequate substitute for production by the Appellants of documents within their own possession, custody or control. No order had been made in those proceedings requiring production of the records sought, and the availability of documents through that process remained uncertain.

123. The Respondent rejects the suggestion that the Court failed to consider the alternative-source argument. The Court was aware of the Dubai Court proceedings and nevertheless concluded that production should be ordered. The Respondent contends that the Appellants' complaint is, in substance, no more than an argument that insufficient weight was given to that consideration.

124. The Respondent further submits that the Court addressed the scope of Request 6 and confined it to specified periods and defined categories of transactions. The Court therefore took account of proportionality, burden and confidentiality before ordering production in a limited form.

125. Accordingly, the Respondent submits that the Court considered all material matters, applied the correct legal principles and made an order well within the range reasonably open to it. Permission to appeal should therefore be refused on this ground.

H3. Decision

126. I am not satisfied that Ground 4 discloses a real prospect of success.

127. The essence of the Appellants' complaint is that the Court failed to take into account, or gave insufficient weight to, the existence of separate proceedings before the Dubai Courts in which the Respondent sought banking records. The Court expressly considered those proceedings. The issue raised by Ground 4 is therefore not whether the Court overlooked that circumstance, but whether the significance attributed to it affected either the satisfaction of RDC 28.48 or the subsequent exercise of discretion.

128. The Appellants have not identified any provision of RDC Part 28 that requires the Court to refuse pre-action production merely because documents may be obtainable from another source. Nor have they identified any requirement that an applicant exhaust every alternative means of obtaining information before seeking relief under RDC 28.47 to 28.50. Whilst the availability of documents from another source may be a relevant consideration, it is not, of itself, determinative.

129. The Court's conclusions that the banking records sought by Request 6 were relevant and material to issues likely to arise in the contemplated proceedings, that they constituted primary evidential material rather than a mere train of inquiry, and that the requirements of RDC 28.48 were satisfied, were evaluative findings based on the evidence before the Court. The relevant appellate question is not whether another conclusion was available, but whether there is a realistic basis for concluding that those evaluative findings were wrong.

130. I am not persuaded that any such realistic basis exists. The Court considered the Dubai Court proceedings but concluded that the banking records sought under Request 6 remained directly connected to the Respondent's identified allegations and the Appellants' identified factual contentions concerning the source and movement of funds. The Court was entitled to conclude that records capable of verifying or disproving those contentions constituted primary evidential material relevant to issues likely to arise in the contemplated proceedings.

131. Nor do I accept that the Court was required to conduct the detailed inquiry proposed by the Appellants into the precise extent of overlap between the documents sought in the Dubai Court proceedings and those sought under Request 6. The existence of another process directed to obtaining banking information did not preclude the Court from concluding that documents within the Appellants' possession, custody or control satisfied the requirements of RDC 28.48. The Court was entitled to regard the availability, completeness and timing of documents obtainable through another process as uncertain and to assess Request 6 on the basis of the material before it.

132. Further, to the extent the Appellants rely on the Dubai Court proceedings to inform desirability, proportionality or necessity, those matters formed part of the Court's broader evaluative assessment. The Court recognised the existence of the alternative process but was not required to treat it as decisive. It remained open to the Court to conclude that the Appellants' production of documents within their possession, custody or control would assist in clarifying issues likely to arise in the contemplated proceedings and thereby advance the objectives identified in RDC 28.48(4).

133. To the extent that the Court was required to determine whether production should be ordered and, if so, in what form, that determination involved the exercise of discretion. The Court considered the scope of the request, the Dubai Court proceedings, confidentiality concerns, and burden and proportionality before concluding that production should be ordered in a limited form. The Appellants have not identified any error of principle, failure to consider a material consideration, consideration of an irrelevant consideration, or a conclusion outside the range reasonably open to the Court.

134. The Appellants have not demonstrated any realistic basis for concluding either that the evaluative findings underpinning satisfaction of RDC 28.48 were wrong or that the subsequent exercise of discretion miscarried. Ground 4 therefore does not disclose a real prospect of establishing that the decision below was wrong within RDC 44.117.

I. Ground 5: Proportionality, Burden and Confidentiality

I1. Appellants' Submissions

135. The Appellants contend that the Court erred in concluding that Requests 5 and 6 should be granted despite the concerns identified regarding proportionality, burden, confidentiality and the risk of a fishing expedition. They further contend that the Court failed adequately to explain why the reformulated requests justified production and why the resulting orders were appropriate.

136. The Appellants emphasise that the Court accepted that Requests 5 and 6 were more remote from the principal dispute than documents directly relating to the impugned share issuance, raised greater concerns about proportionality and burden, and engaged confidentiality and commercial sensitivity considerations. They submit that, having recognised those concerns, the Court did not adequately explain why production should nevertheless be ordered.

137. The Appellants further submit that paragraphs 1(b), 1(c) and 8 of the Order lack sufficient precision. In particular, they contend that expressions such as “documents recording the accounting treatment”, “documents sufficient to identify and explain” transactions, and “immediately related banking entries” do not clearly identify the documents required to be produced. They submit that this is particularly significant because compliance must be verified by a document production statement supported by a statement of truth.

138. The Appellants also submit that the Court failed to adequately consider less intrusive alternatives, including more limited categories of transactional documents, greater use of redactions or confidentiality protections, or alternative means of obtaining relevant information. They contend that the Reasons do not sufficiently explain why the Court rejected those alternatives.

139. The Appellants submit that pre-action production is an exceptional jurisdiction, requiring careful consideration of proportionality, burden and confidentiality. They contend that the conclusion that Requests 5 and 6 should be granted, even in a narrowed form, was not reasonably open to the Court on the findings it made. Alternatively, they seek variation of the production obligations so that the required documents and compliance obligations are defined with greater precision.

I2. Respondent's Submissions

140. The Respondent submits that Ground 5 discloses no real prospect of success. The Court expressly recognised the concerns about proportionality, burden and confidentiality, accepted their force, and addressed them by substantially narrowing Requests 5 and 6 before ordering production. The Respondent contends that Ground 5 amounts to no more than disagreement with the balance ultimately struck by the Court.

141. The Respondent submits that the Reasons adequately explain why the reformulated requests remained appropriate despite the concerns identified. In relation to Request 5, the Court found that the narrowed categories concerned identifiable financing transactions and associated records of evidential significance. In relation to Request 6, the Court found that the requested banking records were sufficiently directly connected to the identified allegations and factual contentions, were limited to specified transactions and periods, and constituted primary evidential material.

142. The Respondent further submits that the Order expressly addressed confidentiality concerns by permitting the redaction of information that is commercially confidential, unrelated to the contemplated proceedings, or not relevant and material to the purpose of the Order. The Court was therefore entitled to conclude that the remaining confidentiality concerns did not justify refusing production altogether.

143. The Respondent rejects the contention that the Order's operative terms are insufficiently precise. The reformulated requests are transaction-based and tied to the identified SAFE transactions, SPA payments and banking transactions set out in Annex 1. The fact that some judgment may be required to determine responsiveness does not render the Order uncertain or incapable of compliance.

144. The Respondent also submits that the Court was not required to consider and reject every alternative formulation proposed by the Appellants. Once satisfied that the narrowed requests met the applicable threshold and that production in that form was proportionate, the Court was entitled to make the order it considered appropriate.

145. Accordingly, the Respondent submits that the Court considered the relevant factors, adequately explained its reasoning, applied appropriate confidentiality protections, and reached a conclusion well within the range reasonably open to it. Permission to appeal should therefore be refused on this basis.

I3. Decision

146. Ground 5 has no real prospect of success.

147. The Appellants submit that the Court accepted that Requests 5 and 6 raised concerns about proportionality, burden, confidentiality, and the potential for a fishing expedition, but failed adequately to explain how the reformulated requests overcame those concerns. That submission does not fairly reflect the Reasons when read as a whole.

148. The Court did not dismiss the Appellants' concerns. To the contrary, the Court recognised that Requests 5 and 6 were more remote from the central dispute than documents directly relating to the impugned share issuance, that confidentiality and commercial sensitivity concerns arose, and that the burden objection required careful consideration. The Court then analysed those matters and determined that production should nevertheless be ordered in a materially narrowed form.

149. The issues raised by Ground 5 arise primarily at the discretionary stage of the Court's analysis. Having concluded that the requirements of RDC 28.48 were satisfied in relation to Requests 5 and 6, the Court was required to determine whether production should nevertheless be ordered and, if so, in what form. That determination involved exercising discretion, including consideration of proportionality, burden, confidentiality and the overall interests of justice. The relevant appellate question is not whether another judge might have struck the balance differently. It is whether the Court's discretionary decision was wrong because the Court erred in principle, failed to take account of a material consideration, took account of an irrelevant consideration, or reached a conclusion not reasonably open on the material before it.

150. In relation to Request 5, the Court explained why the narrowed category of documents was sufficiently important to justify production. The Court concluded that the documents concerned identifiable financing instruments said to have contributed to the Company's funding arrangements during the relevant period. They were capable of verifying whether those transactions occurred and whether funds were received, and constituted identifiable transaction records rather than broad requests for accounting information. Those findings provided a rational basis for concluding that the burden of production was proportionate to the likely evidential value of the documents.

151. Similarly, in relation to Request 6, the Court explained why it considered the requested banking records sufficiently important despite confidentiality and burden concerns. The Court concluded that the request related directly to identified allegations and factual defences, was confined to specific periods and categories of transactions, and sought primary evidence rather than background information or a mere train of inquiry. The Court also recognised that the request was materially narrower than a request for unrestricted production of banking records.

152. The Appellants submit that the Court failed adequately to explain why less intrusive alternatives were not adopted. I do not accept that submission. A court exercising a discretionary power is not ordinarily required to describe and reject every conceivable alternative before making an order. The reasons must explain why the order made was considered appropriate. In my view, the Court performed that function.

153. Nor am I persuaded that the Court inadequately addressed the confidentiality concerns. Paragraph 5 of the Order expressly permits redaction of information that is commercially confidential, unrelated to the issues identified in the contemplated proceedings, or otherwise irrelevant and immaterial to the purposes of the Order. The Court therefore recognised the confidentiality issue and incorporated a mechanism to address it.

154. The Appellants further contend that the operative terms of the Order lack sufficient precision. In particular, they criticise expressions such as "documents recording the accounting treatment", "documents sufficient to identify and explain", and "immediately related banking entries".

155. There is force in the observation that production obligations require the producing party to exercise judgment. However, that does not establish that the Order is uncertain, defective or incapable of compliance. Production orders frequently require parties to identify documents within defined categories by conducting reasonable searches and applying criteria of relevance and responsiveness. The fact that judgment is required does not, of itself, render an order impermissibly vague.

156. The descriptions in paragraphs 1(b) and 1(c) of the Order were not free-standing abstractions. They were tied to the identified SAFE and banking transactions described in Requests 5 and 6 of Annex 1 and were introduced after a deliberate narrowing exercise undertaken to address the very concerns now relied upon by the Appellants.

157. The Court was not required to specify every document to be produced, every search term to be used, every account to be searched, or every judgment that may arise during the production process. The RDC require a reasonable search for documents within a party's possession, custody or control. Questions about the adequacy of particular searches or disputes about the scope of compliance can, if necessary, be addressed subsequently. The possibility that such questions may arise does not demonstrate present error in the Order itself.

158. Ultimately, Ground 5 challenges the Court's discretionary balancing exercise. The Court recognised the force of the objections, substantially narrowed Requests 5 and 6, incorporated confidentiality protections, and concluded that production remained appropriate. That conclusion was reasonably open to the Court on the material before it.

159. Ground 5 therefore has no real prospect of establishing that the decision below was wrong or unjust because of a serious procedural or other irregularity within RDC 44.117.

J. Ground 6: Certainty and Adequacy of Reasons

J1. Appellants' submissions

160. The Appellants contend that the Order and Reasons disclose appealable error because the production obligations imposed by Requests 5 and 6 are insufficiently certain and because the Reasons do not adequately explain how the Court arrived at the form of relief ultimately granted.

161. The Appellants submit that a production order, particularly one requiring compliance to be verified by a document production statement supported by a statement of truth, must define with reasonable precision the documents to be produced. They contend that the descriptions “documents recording the accounting treatment”, “documents sufficient to identify and explain” transactions, and “immediately related banking entries” lack sufficient certainty and leave the scope of compliance to the producing party’s subjective judgment.

162. The Appellants further submit that the Reasons contain inconsistencies regarding Requests 4, 5 and 6. They rely on passages in the concluding sections of the Reasons, which, in substance, state that the requirements of RDC 28.48 were satisfied in respect of each category of documents sought, despite Request 4 being refused and Requests 5 and 6 being substantially narrowed. They contend that the Reasons do not adequately explain those apparently inconsistent conclusions.

163. The Appellants also submit that the Court accepted significant concerns about proportionality, confidentiality, burden, and the risk of a fishing expedition, yet failed adequately to explain why the reformulated wording ultimately adopted sufficiently addressed them.

164. Relying on Flannery v Halifax Estate Agencies Ltd and English v Emery Reimbold & Strick Ltd, the Appellants submit that reasons must be sufficient to enable the parties and an appellate court to understand why the decision was reached. They contend that the Reasons do not meet that standard for Requests 5 and 6, and that the alleged deficiencies create a real risk of future disputes about compliance.

165. Accordingly, the Appellants submit that Ground 6 has a real prospect of success and that paragraphs 1(b), 1(c) and 8 of the Order should be set aside, varied, or remitted for reconsideration.

J2. Respondent's submissions

166. The Respondent submits that Ground 6 discloses no real prospect of success because the Reasons, read fairly and as a whole, adequately explain both the basis for ordering production and the scope of the relief granted. The Court identified the applicable principles, considered each request individually, explained why it refused Request 4 and granted Requests 5 and 6 only in a narrowed form, and thereby provided a sufficiently clear and intelligible explanation of the result reached.

167. The Respondent rejects the contention that the Reasons contain material inconsistencies. Any alleged inconsistency stems from isolated passages read without regard to the judgment as a whole. The operative conclusions repeatedly and unequivocally record that Request 4 was refused and that Requests 5 and 6 were granted only in reformulated form.

168. The Respondent further submits that the production obligations are sufficiently certain. The categories of documents identified in paragraphs 1(b) and 1(c) relate to identified SAFE transactions and specified banking transactions, and they describe objectively ascertainable classes of transactional records. The fact that some judgment may be required to determine whether a document falls within a category does not render the Order uncertain or incapable of compliance.

169. The Respondent also submits that the Reasons explain why the Court adopted the narrowed formulations. The Court accepted that Requests 5 and 6 raised greater concerns about burden, confidentiality and proportionality, and addressed those concerns by substantially limiting the categories of documents required to be produced. The Reasons therefore explain why the Court concluded that the reformulated requests struck an appropriate balance between competing considerations.

170. Finally, the Respondent submits that Ground 6 is directed primarily to the adequacy and detail of the Court's reasoning, rather than to any error in the Order itself. The Respondent relies on the principle that an appeal lies against the decision embodied in the Order, not against every aspect of the reasons. Even if individual passages might have been expressed differently, the Reasons sufficiently explain and support the decision reached.

171. Accordingly, the Respondent submits that the Order is sufficiently certain, the Reasons are adequate, and Ground 6 has no real prospect of success.

J3. Decision on Ground 6

172. Ground 6 has no real prospect of success.

173. The applicable principles are not in dispute. A judge must give reasons sufficient to explain how the decision was reached and to enable the parties and an appellate court to understand the basis of the result. However, a judge need not address every argument advanced, identify every factor that influenced the decision, or provide a detailed answer to every submission. The essential requirement is that the reasons identify the issues critical to the decision and explain how the judge resolved them.

174. In English v Emery Reimbold & Strick Ltd, [2002] 1 WLR 2409, the England and Wales Court of Appeal emphasised that the question is whether the judgment enables the parties and an appellate court to understand why the judge reached the decision. The adequacy of reasons must be assessed by reading the judgment as a whole and in the context of the issues that the court was required to determine. A judgment is not deficient merely because it could have been more detailed or expressed more clearly.

175. Similarly, Flannery v Halifax Estate Agencies Ltd [2000] 1 WLR 377 establishes that a judge must give reasons when resolving competing analyses and submissions, but it does not require a trial judge to rebut exhaustively every argument raised by the unsuccessful party. The requirement is one of transparency, not perfection.

176. Ground 6 must also be considered in light of the distinction between alleged deficiencies in the Court's reasoning and error in the decision itself. As explained in Section D5, an appeal lies against the decision embodied in the Order, not against every aspect of the Court's reasoning. Accordingly, the relevant question is whether the alleged uncertainty in the Order or the asserted deficiencies in the Reasons can realistically show that the decision itself was wrong or unjust because of a serious procedural or other irregularity, within the meaning of RDC 44.117.

177. Applying those principles, I am not persuaded that the Reasons fail to adequately explain why Requests 5 and 6 were granted in their reformulated form. The Court examined each request separately. In relation to Requests 5 and 6, it addressed both the threshold requirements of RDC 28.48 and the subsequent discretionary considerations of proportionality, burden and confidentiality. The Reasons explain why the Court concluded that the threshold requirements were satisfied and why, notwithstanding the objections raised, production should be ordered in a substantially narrowed form. Those conclusions are expressed throughout the analysis of Requests 5 and 6 and are reflected in the operative orders ultimately made.

178. The Appellants rely on paragraph 307 and related passages in the Reasons' concluding sections. Read in isolation, some language in the judgment's summary sections could perhaps have been expressed more precisely. However, appellate review does not involve subjecting individual sentences to microscopic examination divorced from their context. The question is whether a fair reading of the Reasons as a whole leaves uncertainty about the outcome reached or its basis. In my view, it does not. The Reasons make clear that the Court refused Request 4, substantially narrowed Requests 5 and 6, and explained why it reached those different outcomes.

179. Nor am I persuaded that the operative orders lack sufficient certainty. The categories of documents to be produced are objectively identifiable by reference to the transactions and matters described in the Order. The need for a producing party to exercise judgment in determining whether particular documents fall within a category does not render the order uncertain. Production orders commonly require parties to conduct reasonable searches and to determine whether documents are responsive to defined descriptions. Borderline questions may arise in individual cases, but that does not mean the categories are incapable of practical application.

180. The descriptions in paragraphs 1(b) and 1(c) of the Order are not free-standing abstractions. They are tied to identified SAFE transactions and to the specified banking transactions described in Requests 5 and 6, and were adopted after a deliberate narrowing exercise to address concerns about burden, confidentiality and proportionality. In that context, the descriptions provide an intelligible framework for compliance.

181. The Court was not required to specify every document that must be produced, every search methodology to be adopted, every account to be searched, or every judgment that might arise during compliance. The RDC require a reasonable search for documents within a party's possession, custody or control. If disputes subsequently arise regarding the adequacy of particular searches or the scope of compliance, the Court's supervisory processes can address them. The possibility of such disputes does not establish present uncertainty or error in the Order itself.

182. Nor am I persuaded that the Reasons fail to adequately explain the relationship between the Court's identified concerns and the relief ultimately granted. The Court expressly acknowledged the force of the objections based on confidentiality, burden, proportionality and the risk of a fishing expedition. It did not reject those concerns but accommodated them by substantially narrowing Requests 5 and 6. The Reasons explain why it adopted that course and why the resulting categories of documents struck an appropriate balance between the competing considerations.

183. Further, this is not a case analogous to Flannery, where a court preferred one body of evidence over another without explanation. Nor is it a case in which the reasoning process is opaque or the parties are unable to understand why they succeeded or failed. On the contrary, the Reasons provide a detailed examination of the individual requests, the parties' competing contentions, the threshold requirements of RDC 28.48, and the discretionary considerations that informed the final Order. The reasoning process is sufficiently clear to permit meaningful appellate review.

184. Considering the Reasons and the Order as a whole, I am not persuaded that the Appellants have identified any realistic basis for concluding that the production obligations are insufficiently certain, that the Reasons fail adequately to explain the outcome reached, or that any infelicity of expression is capable of affecting the correctness of the decision. The Reasons adequately explain why Request 4 was refused, why Requests 5 and 6 were granted only in a narrowed form, and why the Court considered that course to represent an appropriate balance between relevance, materiality, proportionality, burden and confidentiality. Ground 6 therefore does not disclose a real prospect of establishing that the decision below was wrong or unjust because of a serious procedural or other irregularity within RDC 44.117.

K. No Other Compelling Reason

185. Although Ground 2 has a real prospect of success for the reasons given above, it remains necessary to consider whether there is some other compelling reason within RDC 44.19 why permission to appeal should be granted on any of the remaining grounds.

186. The Appellants submit that appellate guidance is required concerning the proper threshold for pre-action production under RDC 28.48(3), the limits of pre-action production in relation to confidential accounting and banking records, and the adequacy of reasons supporting production orders. They contend that those matters are of wider importance and therefore provide a compelling reason for appellate consideration.

187. I am not persuaded that any separate compelling reason has been demonstrated in relation to Grounds 1 and 3 to 6. Those grounds do not raise any unresolved question of legal principle, conflict of authority or issue requiring authoritative appellate guidance. Rather, they concern the application of established principles to the particular facts, evidence and document requests arising in this case.

188. The applicable principles governing pre-action production, relevance, materiality, fishing expeditions, proportionality, confidentiality, adequacy of reasons and appellate review are well established. The dispute raised by Grounds 1 and 3 to 6 concerns applying those principles to the circumstances before the Court, rather than any uncertainty in the principles themselves.

189. Further, the questions raised by Grounds 3 to 6 are highly fact-sensitive. Whether particular SAFE documents and banking records satisfied RDC 28.48, whether production was desirable, and whether the resulting orders were proportionate depended upon the specific disputes, evidence and document categories before the Court. An appellate decision on those issues would be unlikely to provide guidance of broader application.

190. Having considered the matter separately from the merits of the individual grounds, I am not satisfied that there is any compelling reason to grant permission to appeal on Grounds 1 and 3 to 6.

191. Accordingly:

L. Applicable Principles: Stay Pending Appeal

192. The Appellants seek a stay of paragraphs 1(b), 1(c), 8 and 10 of the Order pending the determination of the proposed appeal.

193. RDC 44.4 provides that an appeal does not operate as a stay of any order or decision of the lower court unless the appeal court or the lower court orders otherwise. The grant of a stay is therefore discretionary.

194. The purpose of a stay pending appeal is not to determine the merits of the appeal in advance, but to preserve the parties' position pending appellate review where the interests of justice require. The Court must consider all the circumstances of the case and undertake a balancing exercise directed to the practical consequences of granting or refusing relief.

195. A stay is ordinarily sought to preserve the efficacy of an appeal or proposed appeal. The question is whether there is a sufficient basis for suspending the operation of the order pending appellate consideration. The Court must therefore assess the stay application in the context of the appeal that is, or may be, pursued.

196. Although the apparent strength of the proposed appeal is not determinative, it is a relevant consideration. A stay will rarely be justified where the proposed appeal has no real prospect of success. Conversely, the existence of a ground with a real prospect of success may support preserving the position pending appellate review.

197. The Court will also consider whether refusal of a stay would substantially deprive the appeal of its utility. A relevant consideration is whether compliance with the order before the appeal is determined would create consequences that could not, in practical terms, be reversed if the appeal succeeded.

198. The nature and extent of any prejudice likely to be suffered by each party are likewise relevant. The Court must consider both the prejudice to the applicant if a stay is refused and the prejudice to the respondent if a stay is granted.

199. Weight may also attach to whether the consequences of compliance are reversible. Where compliance would result in confidential information being disclosed or some other irreversible step being taken before appellate review can occur, that may favour the grant of a stay. Conversely, where any prejudice occasioned by compliance can readily be remedied if the appeal succeeds, the case for a stay is correspondingly weaker.

200. The Court must ultimately determine where the balance of justice lies. That assessment requires consideration of all relevant circumstances, including the strength of the proposed appeal, the nature of the order under challenge, the practical consequences of granting or refusing a stay, the prejudice likely to be suffered by each party, and the Court's obligation to ensure the just and efficient disposition of proceedings.

201. A further relevant consideration is whether there is, in substance, an appeal capable of being preserved. Where permission to appeal is refused and no appeal is therefore proceeding before the appellate court, the case for a stay will ordinarily be weak. The primary function of a stay is to preserve the status quo pending the determination of an appeal or an application for permission to appeal. Accordingly, absent exceptional circumstances, a court will generally be slow to grant a stay in respect of matters for which permission to appeal has been refused because there is no substantive appeal requiring preservation.

202. In the present case, the Court has concluded that Ground 2 has a real prospect of success and grants permission to appeal on that ground. The PTA Application is refused on Grounds 1 and 3 to 6. The Stay Application must therefore be considered principally by reference to the appeal that will proceed on Ground 2, while recognising that there is no appeal pending in relation to the grounds for which permission has been refused.

203. The Stay Application must therefore be determined by reference to: (a) the merits and scope of the appeal permitted to proceed; (b) whether refusal of a stay would substantially undermine the effectiveness of that appeal; (c) the comparative prejudice to the parties; (d) the reversibility or irreversibility of the consequences of compliance; and (e) the overall interests of justice.

M. Stay Pending Appeal

M1. The Parties' Positions

204. The Appellants seek a stay of paragraphs 1(b), 1(c), 8 and 10 of the Order pending determination of the appeal.

205. The Appellants submit that, absent a stay, the appeal will be substantially deprived of utility. They contend that compliance with paragraphs 1(b) and 1(c) would require the disclosure of accounting and banking records that are confidential and commercially sensitive. Once that disclosure occurs, the information cannot practically be made confidential again, even if the appeal ultimately succeeds.

206. The Appellants further submit that paragraph 8 requires the preparation and service of a verified production statement. They contend that compliance would require completing searches, review exercises, and verification work that cannot later be undone.

207. The Appellants therefore submit that the production obligations and associated verification requirements should be suspended pending appellate review.

208. The Respondent opposes a stay. The Respondent submits that the purpose of the Order is to obtain information necessary to evaluate and formulate contemplated proceedings and that further delay would undermine the utility of the relief granted. The Respondent contends that the Appellants have already resisted voluntary production for many months and that a further delay would prejudice the efficient resolution of the dispute.

M2. Consideration

209. The Court has granted permission to appeal on Ground 2. It follows that there is a pending appeal in relation to the costs order. However, permission to appeal has been refused on Grounds 1 and 3 to 6, which relate to the production orders themselves.

210. That distinction is significant. The appeal that will proceed concerns the costs order. The Court has not permitted the proposed challenges to the production orders to proceed because it has concluded they have no real prospect of success and there is no other compelling reason to hear them.

211. The consequence is that there is no appeal presently pending in relation to paragraphs 1(b), 1(c) and 8 of the Order. The Court would ordinarily be slow to grant a stay of substantive relief where permission to appeal against that relief has been refused. The principal purpose of a stay is to preserve the efficacy of an appeal. Where there is no appeal proceeding in relation to the relevant aspect of the order, the justification for a stay is materially diminished.

212. Even if the matter is approached on the assumption that the Appellants may renew their application for permission to appeal, the balance of justice does not favour a stay of the production obligations.

213. It is accepted that disclosure of documents is, in one sense, irreversible. Once information has been disclosed, it cannot be undisclosed. However, that consideration must be assessed in light of the nature of the documents ordered to be produced and the protections built into the Order itself.

214. The Order does not require production of privileged documents. It permits redaction of commercially confidential information that is unrelated to the identified issues and not relevant and material to the purpose of the Order. It restricts the use of produced documents to the evaluation, formulation, pursuit or defence of the contemplated proceedings. It also permits disputes concerning redactions and confidentiality to be referred to the Court. These protections materially reduce the prejudice said to arise from disclosure.

215. Further, the production ordered by paragraphs 1(b) and 1(c) is significantly narrower than the production originally sought by the Applicant. Requests 5 and 6 were confined specifically to address concerns regarding confidentiality, burden and proportionality. The Court has already taken those matters into account in formulating the scope of the Order.

216. Against that must be weighed the prejudice to the Applicant if a stay is granted. The Court has found that pre-action production is desirable because it may assist in the fair disposal of the anticipated proceedings, facilitate resolution without proceedings and save costs. Delaying production would postpone the achievement of those objectives and would defer the Applicant's ability to evaluate and formulate any claims arising out of the matters in dispute.

217. The Court also considers that the apparent merits of the appeal weigh against the grant of a stay. Permission has been granted only on Ground 2, which concerns costs. The appeal that will proceed therefore has no direct bearing upon the substantive production obligations imposed by paragraphs 1(b), 1(c) and 8 of the Order.

218. The position is different in relation to paragraph 10 of the Order, which contains the costs order. That paragraph is directly affected by Ground 2.

219. In circumstances where permission to appeal has been granted in relation to the costs order, there is a proper basis for preserving the parties' positions pending determination of that appeal. A stay of the costs order will not materially prejudice the Applicant because it merely postpones enforcement of the costs obligation until the appellate process has concluded. By contrast, immediate enforcement may give rise to unnecessary ancillary disputes if the appeal succeeds.

220. Accordingly, the balance of justice favours a stay of paragraph 10 of the Order but not of paragraphs 1(b), 1(c) or 8.

M3. Respondent's Application for Further Compliance Directions

221. The Respondent submits that the Appellants have failed to comply with obligations under the Order that are not the subject of the appeal, and seeks a further order requiring compliance within three days, together with a penal notice.

222. It is inappropriate to grant either form of relief.

223. First, subject only to the stay granted in relation to paragraph 10, I have concluded that the 22 July Order should remain in full force and effect. The Appellants are therefore already bound by its operative provisions. A further order requiring compliance within a specified period would substantially duplicate existing obligations. The present Applications concern permission to appeal and a stay pending appeal, not enforcement of the Order.

224. Secondly, the Respondent's concerns about alleged non-compliance and the adequacy of the Appellants' explanations regarding the availability of particular documents have not been determined by the Court and are not the subject of any enforcement application presently before it. It would therefore be inappropriate to make findings on those matters in the present applications.

225. Thirdly, it is inappropriate to include a penal notice. The Respondent has not sought committal or any other enforcement relief, and the Court has made no finding that the Appellants have deliberately disobeyed any order of the Court. These Applications concern permission to appeal and a stay pending appeal, not contempt or enforcement proceedings.

226. None of these conclusions affects the continued operation of the 22 July Order, except to the extent that paragraph 10 is stayed. The Appellants remain obliged to comply with the Order, and the Respondent remains at liberty to pursue any enforcement remedies available under the RDC if future circumstances require.

227. Accordingly, the Respondent's request for a further compliance order and for the inclusion of a penal notice is refused.

M4. Disposition

228. The Stay Application for a stay of paragraphs 1(b), 1(c) and 8 of the Order is refused.

229. The Stay Application for a stay of paragraph 10 of the Order is granted pending the determination of the appeal on Ground 2, or further order.

230. The Respondent's application for a further order requiring compliance with the Order within three days and for the inclusion of a penal notice is refused.

231. Save for the stay of paragraph 10, the 22 July Order remains binding upon the parties and shall continue in full force and effect.

N. Costs of the Permission to Appeal Application

N1. Costs of the Application for Permission to Appeal

232. The Appellants sought permission to appeal paragraphs 1(b), 1(c), 8 and 10 of the Order on six grounds.

233. The PTA Application is granted only on Ground 2, which concerns the costs order in paragraph 10 of the Order. The PTA Application is refused on Grounds 1 and 3 to 6.

234. In those circumstances, the PTA Application produced a mixed outcome. The Appellants succeeded in obtaining permission to appeal on Ground 2 but failed on the remaining grounds.

235. Ground 2 concerns the correctness of the costs order made in the 22 July Order. Whether the Appellants ultimately succeed on the issue for which permission has been granted will depend on the outcome of the appeal.

236. In those circumstances, the appropriate course is to reserve the costs of the PTA Application to the Court of Appeal. The Court of Appeal will be better placed to determine those costs in light of the outcome of the appeal and the relevant circumstances at that time.

N2. Costs of the Stay Application

237. The Appellants sought a stay of paragraphs 1(b), 1(c), 8 and 10 of the Order pending determination of the appeal.

238. The Stay Application succeeded only in relation to paragraph 10. The Court refused the application to stay paragraphs 1(b), 1(c) and 8.

239. The Court accepts that the Appellants achieved limited success by obtaining a stay of the costs order. However, the primary purpose of the Stay Application was to prevent compliance with the production and verification obligations imposed by the Order.

240. The arguments advanced in support of the Stay Application focused overwhelmingly on the alleged prejudice arising from the production of accounting, banking and electronic records and the service of the production statement required by paragraph 8. Those arguments were unsuccessful.

241. The Respondent therefore succeeded in resisting the substantial part of the relief sought by the Stay Application.

242. As with the PTA Application, the Court considers that a percentage costs order most fairly reflects the mixed outcome achieved by the parties.

243. Doing the best it can, and taking into account both the Appellants' limited success in obtaining a stay of the costs order and their failure to obtain the substantive relief sought, the Court assesses the Respondent's success on the stay application at approximately 75%.

244. Accordingly, the Appellants shall pay 75% of the Respondent's costs of the Stay Application.

N3. Basis and Timing of Assessment

245. The costs of the PTA Application are reserved for the Court of Appeal.

246. The Appellants shall pay 75% of the Respondent's costs of the Stay Application.

247. If no agreement is reached, a Registrar shall assess the Respondent's costs of the Stay Application on the standard basis, applying the 75% reduction specified above.

O. Orders

248. The Court will order: