Paul Andrew Whittaker v Bertha UK Limited

Facts

Dogwoof Ltd is a London documentary film company whose shareholders are Mr Paul Andrew Whittaker (approximately 25%), Bertha UK Ltd (approximately 40%), Ms Anna Godas and Mr Oliver Harbottle, their relations governed by a shareholders' agreement dated 9 September 2011 containing pre-emption, obligatory transfer and "Fair Value" provisions. Mr Whittaker, formerly married to Ms Godas, was suspended as Chair in June 2021 following her grievance, summarily dismissed for gross misconduct on 1 June 2022 after an investigation by Fitzgerald HR, and removed as a director on 16 August 2022. In October 2021 he had sued Bertha claiming a "change of control" triggering an obligatory transfer of its shares; that claim was struck out for non-payment of costs, and after numerous unsuccessful applications he became subject to a limited and then an extended civil restraint order. Charging orders were made over his Dogwoof shares in respect of costs totalling £1,177,069.60. Bertha then claimed under CPR Part 73.10C and section 3(4) of the Charging Orders Act 1979 for sale of those shares. On 9 June 2025 Deputy Master Jefferis made a suspended order for sale, refusing a direct sale to Bertha and instead directing an open bidding process with a minimum price of £339,932.20. Mr Whittaker appealed on two grounds for which permission was granted.