Chapter 12 Instructions of the Court

The slip that Theo Marchetti put in the file in January 2026 is a piece of A5 card, and it is dated the nineteenth of January 2026, and it says, in a hand I have now read so many times that I could probably reproduce it: "B4/31. Bottom fold. Unfolded 19.1.26. Not in agreed version. See me. TM." And when I unfolded the bottom of tab 31 on the twenty-third of July 2026 at about nine in the morning, in a room on the ninth floor with the blinds down because it was already hot, I found that it was not a clause at all. It was a page of a document that had been torn out, and the tear is old, and it is a torn edge and not a cut edge, and it comes out about two thirds of the way down, and the top of the page is the top of the 2011 Settlement's schedule 4, and the bottom of the page is the bottom of schedule 4, and in between there is nothing, because the middle of the page has gone. And on the top third, which is legible, in the typeface of the 2011 document, there is a heading which reads: "15. Construction of Clause 12. [text missing] Provided that nothing in this Clause 15 shall operate to prevent the trustees from exercising any power under Clause 9 (Disposals) in respect of any shareholding which is not a Protected Holding." I have had that page in a plastic sleeve since the twentieth of July. I have had it examined by two hand-writing experts in this city, both of whom have said the same three things: the paper is the same stock as the 2011 document, the typeface is the same as the 2011 document, and the tear is consistent with age and not with a recent removal. And I want to record what I did not do, because it is the only part of this I am proud of. I did not ring the judge. It is a quarter past nine in the morning on the twentieth of July and I have an application listed for the eleventh of August and I have just found a document that nobody has had for six months, and there is a judge in this city who has told me in open court that she would like to hear things now. I picked up the telephone and I put it down and I picked it up and I put it down, and then I did the correct thing, which was to walk down a corridor to a partner and put the page on Martyn Craddock's desk at twenty past nine in the morning and say, "I found this in January and a clerk found it before me and neither of us told anybody for six months, and I want that on a piece of paper, and I want you to write it down before I say anything else." And Martyn Craddock wrote it down, and then he read the page, and then he put his pen down, and then he said the thing that I have since realised was the correct instruction and the only instruction anybody could have given me. He said: "Nadia. You are going to want me to tell you what to do with this. I am not going to, and I want you to understand that I am not refusing to, and I want you to understand why I am not going to, and I want it written down as well." "I have got until the eleventh of August." "You have got until the eleventh of August and then you have got whatever the court gives you, which will be longer or shorter or nothing," he said. "That is a separate question and I will come to it. What I am not going to do is tell you what to do with a torn page. If I tell you to use it, then in five years' time somebody in an appellate court will put my name next to yours, and if I tell you not to use it then in five years' time somebody in an appellate court will put my name next to yours. This document is a catastrophe for both of us and I want you to hold it on your own for about nine days and take advice from somebody who is not in this firm and who has never met the client." He said: "I would like you to go and see Aveline Roux." "Who is that?" "That is a silk who took me for dinner in about 1998 and who has been trying to teach me since," said Martyn Craddock, "and who is the best construction lawyer in this city and who is sixty-eight and semi-retired and who will see you on a Tuesday afternoon for nothing because she has nothing else to do and because I have just telephoned her, which I should not have done, and which I have done, and which means that from this afternoon onward this is her case as well as yours and I am no longer your partner in it and I am a man who made a telephone call at ten past nine in the morning." So I went. I saw Aveline Roux on the twenty-fourth of July 2026, on a Tuesday afternoon, in her rooms, in about ninety minutes, and I have not stopped thinking about it and I have written about it four times and deleted it four times. Here is what she did, and it took ninety minutes, and it is the most useful thing that has happened in this case and it consisted of the following. She read the page twice. She read my notes. She asked me about nine questions, and five of them were the wrong questions and I answered them, and four of them were the right questions and I could not answer any of them. Then she said: "Now I am going to tell you the four things you have not thought about, and then you are going to go away and think about them, and then in September you are going to do something with them, and it is not going to be what you want, and I am sorry." And she said: "One. That page is missing because somebody removed it. Not in 2011, because the tear is old and because a photocopy would show a fold if the page had been folded down when it was copied, and the fold in the copy is straight, which means it was folded when it was copied, which means it was folded before the agreed version was executed. Therefore it was removed between the agreement and the execution, in September 2011, in a room, by a person with a thumb, in about the time it takes to fold a page down and be unobserved. "Two. You have just told me the page was removed by a person, and the page is at the bottom of schedule 4, and schedule 4 in the agreed version was prepared by Fairweather Auman, and the copy you have is the copy that went to the Protected Persons, and the copy that went to Mr Pike in 2011 is not in your bundle, and Mr Pike is eighty-nine and in a home, and I want you to think very carefully about why a page is missing from one copy and not from another, and I want you to think about the possibility that the page was never in the copy that went to Mr Pike, and that the person who folded it down was protecting one set of signatories and not another. "Three. The heading on the page refers to clause 12 and clause 9 and defines 'Protected Holding', and clause 9 in the agreed 2011 Settlement is a power of disposal, and clause 12 is a pre-emption right, and the words on the page are a proviso which says the trustees may exercise the clause 9 power in respect of a shareholding which is not a Protected Holding. Read plainly, that says: a trustee may sell shares that are not protected, without triggering pre-emption. Which is unremarkable, and which almost certainly was agreed, and which would have been unremarkable in 2011, and which in 2026 is the single most important sentence in this case, because Dugray Precision Limited is a company of which the estate holds the majority, and if the estate's holding is not a Protected Holding then the trustees can sell it, and if they can sell it then clause 14 is unnecessary, and if clause 14 is unnecessary then your client wrote nine pages for no reason. "Or he did not write them for no reason. Or he wrote them because he was told they were necessary. And the man who told him they were necessary is the man whose partner wrote a letter in 2017 saying they were not." She stopped there and she said: "I am not going to tell you what to do. I have given you four things and I have actually given you three and a half, and the half is this. The proviso on that page, if it was in the executed document, would be in the copy that Mr Lowe has, because Mr Lowe's client gets everything, and if it is in his copy then he has had it since 2011 and he has never mentioned it, and that is a thing you can put in front of a judge in about eleven seconds. "So go and find out whether it is in his copy, and do it in a way that does not tell him you have got it, and do not use the word 'proviso' in any letter to anybody, and do not mention clause 15 to Mr Lowe before the eleventh of August, because the moment you mention clause 15 he will stop settling and start drafting and he will be better at it than you are."