# Redline · Response to Motion to Dismiss

**Matter**: ZEN-041-LIT — *Apex Forwarding Ltd v Zenith Holdings plc and NimbusLogistics Group Ltd* [Commercial Court · 2026 Folio 318]
**Document**: Defendants' Response to Claimant's Motion to Dismiss the Counterclaim
**Drafted by**: Mike (open-source legal AI · willchen96/mike) — invoked by DONNA on behalf of c.marlowe
**Reviewed by**: s.odonnell · senior associate
**Approving partner**: c.marlowe
**IDR record**: `idr_007` (delegation), `idr_009` (Sarah's redline accepted), `idr_010` (Catherine's approval)

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> **Demo note**: this is the *redline* output — Mike drafted, Sarah marked up, Catherine approved. Each accepted edit produces an IDR record (so the chain shows the delegation tree, not just the final document). Tracked changes are shown inline; deletions are struck-through; insertions are underlined.

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## IN THE HIGH COURT OF JUSTICE
## BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
## COMMERCIAL COURT (KBD)

**BETWEEN:**

**APEX FORWARDING LTD** *(Claimant)*

**— and —**

(1) **ZENITH HOLDINGS plc**
(2) **NIMBUSLOGISTICS GROUP LTD** *(Defendants)*

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## DEFENDANTS' RESPONSE TO MOTION TO DISMISS THE COUNTERCLAIM

### 1. Introduction

1.1 The Claimant's motion to dismiss the Defendants' counterclaim (the "**Motion**") rests on three contentions, each of which the Defendants respectfully submit is misconceived.

~~1.2 The Defendants submit that the Motion is wholly without merit and should be dismissed in its entirety with costs on an indemnity basis.~~ <ins>1.2 The Defendants will address each contention in turn and respectfully invite the Court to dismiss the Motion.</ins>

> *Sarah's comment: "Strike the indemnity-basis flourish — too aggressive at the response stage. Save it for the costs hearing if we win."*
> *IDR `idr_009a`: edit accepted by c.marlowe at 2026-04-22T14:11:03Z, confidence 0.99.*

### 2. The Claimant's first contention: that the counterclaim is time-barred

2.1 The Claimant contends that the Defendants' counterclaim arising under the Sub-Distribution Agreement dated 7 March 2024 (the "**SDA**") is barred by section 5 of the Limitation Act 1980.

2.2 That contention proceeds on the assumption that the cause of action accrued on the date of execution of the SDA. ~~The assumption is wrong as a matter of law and as a matter of fact.~~ <ins>The Defendants respectfully disagree.</ins>

> *Sarah: "Less combative."*
> *IDR `idr_009b`: edit accepted, confidence 0.97.*

2.3 The cause of action accrues on the date the breach is sustained: *Coburn v Colledge* [1897] 1 QB 702; *AB v South West Water Services Ltd* [1993] QB 507 at 524G–H. The Claimant's first invoice raising the disputed sums was issued on 14 November 2024, and the disputed sums were withheld by the Defendants from that date forward. Time runs from the withholding, not from the date of the SDA.

2.4 The counterclaim was filed on 21 March 2026, well within the six-year period prescribed by section 5 of the Limitation Act 1980.

### 3. The Claimant's second contention: that the counterclaim discloses no reasonable grounds

3.1 The Claimant contends that the counterclaim is a "bare denial dressed up as a positive case" and discloses no reasonable grounds within CPR 3.4(2)(a).

3.2 ~~The Claimant is plainly wrong.~~ <ins>The submission is misconceived.</ins> The counterclaim pleads, with full particularity:

a) the four specific consignments in respect of which the Claimant is alleged to have failed to provide the contracted services (counterclaim §§ 14–17);
b) the consequential loss flowing to NimbusLogistics in the form of demurrage charges totalling £247,840 (counterclaim § 19); and
c) the Claimant's contemporaneous admission of fault, recorded in correspondence dated 8 December 2024 (counterclaim § 22, cross-referencing the disclosure bundle at tab 47).

3.3 The Defendants therefore submit that the counterclaim discloses reasonable grounds and is properly pleaded.

### 4. The Claimant's third contention: that the AI-assisted drafting of the counterclaim renders it inadmissible

4.1 The Claimant's most novel contention is that the counterclaim is "the product of artificial intelligence tooling and is therefore inadmissible by analogy with *Munir v Secretary of State for the Home Department* [2026] UKUT 81".

4.2 ~~The submission is so unmeritorious that it deserves no answer.~~ <ins>The submission misreads *Munir*.</ins>

> *Sarah: "Catherine, this needs to be sharper. The point isn't that the contention is unmeritorious — it's that it's a category error. Mike's draft was correct on the law but wrong on tone. I've rewritten ¶ 4.3."*
> *IDR `idr_009c`: rewrite accepted, confidence 0.99.*

4.3 *Munir* concerned a solicitor uploading client material to a *public AI service* (specifically, a consumer-facing chat assistant operated by a third party with rights to inspect, retain, and train on submitted content). The Upper Tribunal at [37]–[41] expressly drew a distinction between such public services and *"closed-source AI tools which do not place information in the public domain"*. The Defendants' counterclaim was drafted using AI tooling that is **self-hosted on the firm's own infrastructure**, with no third-party retention, inspection, or training rights, and with a verifiable IDR audit chain capable of replaying every model invocation. The audit chain has been disclosed to the Claimant under CPR 31.6 (disclosure bundle, tab 109).

4.4 The category the Claimant invokes is therefore the wrong category. The Defendants' AI tooling is in *Munir*'s second category (acceptable closed-source self-hosted), not the first (impermissible public-domain disclosure). The Claimant's contention is, with respect, a failure to read *Munir* past the headnote.

### 5. Costs

5.1 The Defendants submit that the Motion should be dismissed and costs should follow the event in the ordinary course (CPR 44.2).

~~5.2 The Defendants invite the Court to make an order for costs on an indemnity basis pursuant to CPR 44.3 in light of the Claimant's third contention, which is pursued in apparent disregard of the actual ratio of the very authority on which the Claimant relies.~~

> *Sarah: "Drop ¶ 5.2 entirely. Indemnity costs are a costs hearing argument; flagging it now invites a sur-reply on whether the threshold is met. Save the powder."*
> *IDR `idr_009d`: paragraph deletion accepted by c.marlowe at 2026-04-22T14:14:51Z, confidence 1.0.*

### 6. Conclusion

6.1 For the reasons set out above, the Defendants respectfully invite the Court to dismiss the Motion.

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**Counsel for the Defendants**: Pamela Worth KC and Jasper Holroyd, instructed by Sterling & Co. LLP

**Date**: 24 April 2026

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## Audit-chain summary

| IDR | Action | Actor | Time |
|--|--|--|--|
| `idr_007` | Catherine delegates Mike-draft + Sarah-redline + Marcus-cc | c.marlowe | 2026-04-20 09:11Z |
| `idr_008` | Mike returns first draft | mike | 2026-04-21 11:34Z |
| `idr_009a` | Sarah strikes "indemnity-basis" flourish in ¶ 1.2; Catherine accepts | s.odonnell → c.marlowe | 2026-04-22 14:11Z |
| `idr_009b` | Sarah softens ¶ 2.2; Catherine accepts | s.odonnell → c.marlowe | 2026-04-22 14:12Z |
| `idr_009c` | Sarah rewrites ¶ 4.3 from "unmeritorious" to category-error framing; Catherine accepts | s.odonnell → c.marlowe | 2026-04-22 14:13Z |
| `idr_009d` | Sarah deletes ¶ 5.2 (indemnity-costs flag); Catherine accepts | s.odonnell → c.marlowe | 2026-04-22 14:14Z |
| `idr_010` | Catherine signs off final draft for filing | c.marlowe | 2026-04-22 14:18Z |

The IDR chain is replayable, exportable, and tamper-evident. If the Claimant or the Court asks for a justification of the AI tooling used to produce this Response, the chain itself is the answer.

*Donna probat.*