Macfarlanes secures important High Court victory for Business Growth Fund

30 May 2023

A team from Macfarlanes successfully defended a claim for fraudulent misrepresentation and conspiracy against entities in the BGF Group and one of its employees after a three-week trial in the Commercial Court.

On 26 May 2023, the Commercial Court handed down its judgment in Goyal & Anor v BGF Investment Management Limited & Ors [2023] EWHC 1180 (Comm). View the decision.

The claims arose out of a transaction by which a minority shareholder in Invenio Business Solutions Limited (‘IBSL’) exited the company and growth capital investor BGF invested in his place, with other shareholders rolling over into a new holding vehicle.

The Claimants alleged that an investor on behalf of BGF and the then Managing Director of IBSL unlawfully conspired to make fraudulent representations concerning their intentions in relation to a substantial shareholder’s employment in the company following completion of the transaction that induced him and his wife (another shareholder) to enter into the transaction. The Claimants claimed losses in excess of £40m.

The claims comprehensively failed. The Court rejected each of the allegations of dishonesty made against the defendants, and determined that both the factual and expert evidence adduced by the Claimants was unsatisfactory in several respects.

The Macfarlanes team acting for BGF included litigation partner Matt McCahearty, senior associates Fred Snowball and Robyn Tyson and associate Marguerite Casanova. Counsel for BGF were David Mumford KC and Ryan Turner from Maitland Chambers.