The Court of Appeal has upheld a High Court finding that no oral agreement existed entitling one business partner to a 50% shareholding in GB Retail Limited.
Last year, Sheffield’s MD Law succeeded in a legal battle in the High Court which reinforced the importance of setting up a business correctly with accurate written legal documentation about ownership and shares, rather than undocumented oral agreements.
In January 2025, the High Court ruled in favour of the Defendants in Sukhwinder Singh v Makhan Bains and G B Retail Ltd (GBRL), rejecting Mr Singh’s claim to a 50% share in GBRL.
Mr Singh’s subsequent appeal, which was heard in March 2026, proceeded on the basis that the trial judge approached the fact-finding exercise incorrectly and failed to engage with supposedly compelling corroborative evidence.
The Court of Appeal dismissed the appeal. Whilst it acknowledged that there was “some force” in certain criticisms of the trial judge’s analysis of the evidence, it concluded that the judge’s findings were reasonably open to him on the evidence before the Court. Mr Singh’s legal team failed to identify any compelling evidence that had been overlooked, or any other error capable of satisfying the high threshold required for appellate intervention.
The Court of Appeal reaffirmed orthodox principles on appeals against findings of fact.
It held:
• The appeal was a pure question of fact; Mr Singh had to show that the trial judge was plainly wrong, not merely that the appellate court might have decided differently.
• Although the judge was wrong to treat the matter as if it might require a “last resort” burden-of-proof analysis (and should ideally have invited submissions before relying on un-cited authorities), he also made an alternative, orthodox finding preferring the respondent’s case on the balance of probabilities.
• Mr Singh did not establish that the judge overlooked “compelling” evidence. The four highlighted grounds of appeal were either not compelling, not pleaded with forensic clarity, consistent with the respondent’s profit-sharing case, or otherwise adequately encompassed by the judge’s overall credibility findings.
• The judge’s adverse view of Mr Singh’s reliability, especially shifting accounts (including about BCL), was open to him and central to the result.
Consequently, the appeal was dismissed and the High Court’s finding that there was no oral agreement for an equal shareholding in GBRL stood.
Barrister Tom Beasley of Radcliffe Chambers successfully represented Makhan Bains and GBRL in the case, instructed by experienced commercial litigator Keith Hague of MD Law.
Keith, who has more than 20 years’ legal expertise in litigation including shareholder/director disputes, partnerships disputes and professional negligence claims, said: “This appeal again highlights the importance of recording business agreements in writing.
“Whilst oral agreements can be legally enforceable, disputes of this nature highlight the importance of setting out clear terms at the outset of any business relationship. In most cases, it is prudent to involve professional advisers from the beginning to ensure that the appropriate legal processes are properly followed.”
The Broomhall-based boutique firm MD Law, which was set up 11 years ago by Matthew Dixon and now employs 20 staff, acts for businesses and individuals on corporate law, business recovery, insolvency, litigation, commercial property, healthcare and employment law matters.
For further information on MD Law services call 0114 299 4890 or click here
Pic caption: Keith Hague from Sheffield’s MD Law outside the Court of Appeal with Makhan, friends and family and Balbiro (‘Biz’) Bains.
