Yodel v Corlett: High Court dismisses share warrants claim finding key documents were falsified

The High Court has handed down its judgment in a preliminary issues trial in Yodel Delivery Network Ltd v Corlett & Ors on 19 December 2025, dismissing counterclaims by Shift Global Holdings Ltd (Shift) and Corja Holdings Ltd (Corja) for specific performance of purported share warrant rights, which they had said entitled them to more than 54% of Yodel’s issued share capital in the battle for control of the home delivery company. 

The Court concluded that the warrant instruments relied on by Shift and Corja and the associated warrant certificates were not genuine, that the witnessing signatures were forged, and that, even if the instruments had been genuine, they would in any event have been void or voidable given Yodel’s insolvency and the statutory duties engaged. The judgment provides definitive findings on authenticity, duties to creditors in financially distressed situations, and the limits of post hoc ratification by shareholders.

This decision follows the Court’s refusal to grant an interim injunction earlier in the proceedings (and upheld by the Court of Appeal). We discussed that decision in our article.

Background and the disputed warrants

The dispute arose out of turbulent period in mid‑2024 when Yodel, having been recently acquired for £1 by YDLGP Limited (a company controlled by Mr Corlett), faced acute funding pressures and the imminent prospect of being placed into administration. At that time, a proposed merger with Shift (a logistics group founded by Mr Corlett) was being pursued by Mr Corlett, but collapsed after critical investment from a commercial partner due to underpin the deal did not proceed. As a result, Yodel was again sold for £1 on 21 June 2024, in this instance to Judge Logistics Ltd (JLL), a special purpose vehicle owned by InPost SA. 

In January 2025, Shift and Corja purported to exercise rights under a warrant instrument and associated warrant certificates, each allegedly created by Yodel on 19 June 2024, two days before the sale to JLL and during the tenure of Mr Corlett’s control of Yodel. Shift and Corja claimed (respectively) 44% and 10% of Yodel’s fully diluted share capital. If valid, these rights would have triggered a transfer of control of Yodel from JLL to Shift and Corja. Responding to these claims, Yodel disputed the authenticity of the documents and, alternatively, asserted that any such instruments were void or voidable given Yodel’s then insolvent status and the consequential director’s duties arising out of this. 

The Court’s findings on authenticity

The Court held that the warrant instruments and the related certificates were not genuine. The Court relied on a combination of forensic evidence and contemporaneous documents to conclude that the instruments were created after the sale to JLL and then backdated, and that the purported witnessing by Mr Corlett’s mother, Ms Gregory, was in fact forged. In particular, forensic analysis uncovered various inconsistencies in the documents provided by Shift and Corja, including evidence that:

1. certain pages of the sole director’s resolution (approving the warrant instruments) were printed at different times;
2. certain pages of the warrant instruments had been substituted for the originals;
3. Ms Gregory did not write her manuscript printed name on the second warrant instrument; and
4. the signatures on the second warrant instrument were executed around or after 1 January 2025, not on 19 June 2024.

Taken with a “considerable volume” of evidence of circumstances that made Mr Corlett’s account extremely improbable, the Court held that it was “impossible to accept that the documents are probably genuine”.

Duties to creditors and the limits of ratification

Having disposed of the claim on the basis the purported warrants were falsified, it was not necessary to determine Yodel’s alternative case that the warrants were void or voidable. However, in case it was incorrect on the falsification of the warrants, the court proceeded to assess that alternative argument.

• The Court confirmed that, under the Supreme Court’s decision in BTI 2014 LLC v Sequana SA [2022] UKSC 25; [2024] AC 211 (Sequana), balance sheet insolvency can itself trigger the duty on directors to consider creditors’ interests. It should be noted, however, that in doing so the Court recognised “that the burden of the duty that exists is on a sliding scale”, being calibrated to the risk of an insolvency process that would be adverse to the creditors’ interests on the facts. The duty to consider creditors’ interests in a successfully trading, but balance-sheet insolvent business with adequate funding and unquestioned ability to pay its debts as they fall due would exist, but would be lighter than a balance-sheet insolvent business facing a cash flow crisis.
• Here, not only was Yodel balance sheet insolvent, it remained “teetering on the brink” of cash flow insolvency in June 2024: the company faced immediate payroll, HMRC and rent liabilities, all of which were underpinned by uncertain funding that later failed to materialise. The creditor duty was therefore strongly engaged.
• The Court held that, in issuing warrants conferring a potential controlling stake at a time of acute financial distress, without any corresponding capital injection, Mr Corlett acted in breach of the creditor duty as:
  • Mr Corlett “did not even consider the position of creditors as a body”; and
  • Had Mr Corlett done so and nevertheless decided to proceed with issuing the warrants, that decision was manifestly not in the creditors’ best interests as it would likely have hindered the swift provision of the sort of rescue finance Yodel urgently needed to continue to trade in the short to medium term.
• The Court also held that the purported shareholder ratification of the warrant instruments could not cure breaches where the creditor duty was engaged. In circumstances of insolvency, where the value of the company breaks in the creditors’ debts and shareholders will be out of the money, shareholders cannot ratify acts that exceed directors’ powers and disregard creditors’ interests.