BL-2025-000377 - [2025] EWHC 2976 (Ch)

The ordinary meaning of the expression “providing finance” is providing money, which Mr Dekel did in an amount of £4m which was then used by CLL BVI to fund the Project by subscribing for shares in CLL UK and lending just over £15m to CAF6 to lend on, with other monies, to CLL UK. Whilst Mr Dekel is not a lender, but rather is an investor, as such he provided finance that made a significant contribution towards the funding of the Project. A reasonable objective observer, it is submitted, would have regarded Mr Dekel as a person who had provided finance in connection with the Project.

Reliance is placed upon a definition of “finance” in the Oxford English Dictionary, namely: “Monetary resources; money used or intended for particular purpose; financing, funding.” This is said to amply describe the money that Mr Dekel provided for the Project through his investment in CLL BVI.

Further, Mr Dekel’s case is said to be supported by the contemporaneous documentation. Thus, for example, “The Objectives” as referred to in the Information Memorandum referred to the principal purpose of the fundraising exercise being carried out as being to “finance … And acquire the Property and to finance, hold, develop and manage, the Property …”. Further, “The Proposals”, as referred to in the Information Memorandum, made reference to raising “further finance”, suggesting it is said that what had been raised from shareholders such as Mr Dekel in respect of his £4m was regarded as being “finance” pointing, it is said, to what was meant by the same expression in clause 20.1.2 of the Management Agreement.

“Providing finance” includes, it is submitted, lending, but in ordinary parlance is not limited to lending. It is said that there are many ways in which finance might be provided, including investment by subscription of shares.

Under clause 20.1.2 of the Management Agreement, the finance is to be provided “in connection with” the Property. The words “in connection with” are broad – see Celestial Aviation Services Ltd v UniCredit Bank AG [2025] 1 WLR 196 at [55] per Falk LJ. As Rix LJ said in Campbell v Conoco (UK) Ltd [2003] 1 All ER (Comm) 35 at [19], “the words ‘in connection with’ . . . are widely regarded as being as wide a connecting link as one can commonly come across”.

In paragraph 17 of his witness statement made on behalf of Mr Dekel, Mr Gerbi suggests that Mr Dekel’s sole interest was as a financier of the sort expressly permitted to enforce the Management Agreement. He further suggests that the shareholding that Mr Dekel acquired was incidental and the security for his investment, and that he gave no thought to becoming a shareholder as such. This is said to support the case that Mr Dekel was a provider of finance of the kind envisaged by clause 20.1.2.