Timothy Fulstow & Anor v Jeremy Francis
[2024] EWHC 2122 (Ch)
Ventura Capital GP Limited v DNANudge Limited & Ors
30 June 2023
[2023] EWHC 1631 (Ch)
High Court
Two companies fought over whether an email meant one had to pay £40 million. The judge said it was too confusing to decide without a full trial; they need to present all the evidence.
Key Facts
- •Ventura Capital GP Limited (Ventura) invested almost £40m in DNANudge Limited (DNA), alleging it was induced by fraudulent misrepresentation.
- •DNA counterclaims, asserting Ventura was contractually bound to invest £40m more based on an email dated 18 January 2021.
- •The key dispute centers on whether the 18 January email created a binding obligation and whether any such obligation was varied or abrogated.
- •Multiple agreements existed: Heads of Terms, Term Sheet, and Subscription Letter, all leading up to the disputed email and subsequent actions.
- •A Deed of Amendment, dated 6 May 2021, modified terms of the earlier agreements, but didn't explicitly address the £40m obligation.
Legal Principles
Summary judgment principles under CPR 24.2: Claimant/defendant must have no real prospect of succeeding; no other compelling reason for trial.
CPR 24.2
Summary judgment test from Easyair Ltd v Opal Telecom Ltd [2009] EWHC 339 (Ch): realistic vs fanciful prospect of success; avoid mini-trial; consider evidence reasonably available at trial.
Easyair Ltd v Opal Telecom Ltd [2009] EWHC 339 (Ch)
Cautionary precepts in Partco v Wragg [2002] 2 BCLC 323: Purpose of summary relief; overriding objective; appropriateness for complex cases; issues of fact.
Partco v Wragg [2002] 2 BCLC 323
Contractual notice construction: objective test; consider words used against the objective contractual scene; relevant circumstances known to parties; subsequent conduct generally inadmissible.
Mannai Investment Co Ltd v Eagle Star Assurance Co Ltd [1997] A.C. 749; Hyundai Merchant Marine Co Ltd v Daelim Corp [2012] 1 Lloyd’s Rep 211
Outcomes
Both Ventura's and DNA's applications for summary judgment and strike-out are dismissed.
The court found too many uncertainties in the 18 January email's construction, requiring a full factual matrix and evidence at trial to resolve the ambiguities. Subsequent conduct, while potentially relevant to variation, also necessitates a full trial.