Yodel Delivery Network Limited v Corlett

23rd December 2025

By a judgment handed down by Fancourt J on 19 December 2025, the High Court has dismissed counterclaims brought by Shift Global Holdings Limited (“Shift”) and Corja Holdings Limited (“Corja”) against Yodel Delivery Network Limited (“Yodel”).

Shift and Corja contended they were entitled to some 1.8 billion shares – and therefore a majority shareholding – in Yodel, by reason of a warrant instrument purportedly entered into in June 2024 when Jacob Corlett (also a director of Shift and Corja) was Yodel’s sole director, just before Yodel was sold for £1 and he ceased to be a director.

Primarily on the basis of the cross-examination of Mr Corlett and his mother, Tamara Gregory, and the expert evidence on handwriting, the court found that instrument was a false instrument, having been backdated by Mr Corlett. The court also found that Mr Corlett had forged the signature of Ms Gregory, purportedly witnessing his signature on the document, and that Mr Corlett and Ms Gregory had lied to the court about its production and execution.

In the circumstances, the court did not need to determine whether the warrant instrument would in any event have been ineffective on grounds of breach of fiduciary duty – i.e. because, even if it had not been backdated and had been executed prior to the sale in June 2024, Mr Corlett would have breached his fiduciary duties as a director of Yodel under sections 171 and 172 of the Companies Act 2006 in deciding to execute the instrument on behalf of Yodel. However, for completeness, the court held that it would have been ineffective for those additional reasons in any event, primarily because executing the instrument in those circumstances would have been a breach of the creditor duty (see Sequana [2022] UKSC 25) and also a decision taken for an improper purpose.

Andrew Thompson KC, Ben Griffiths and Samuel Parsons acted for Yodel, instructed by Herbert Smith Freehills Kramer LLP.

Please click here to read the full Judgment.