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

The Defendants argue that the present case falls fairly and squarely within the first category of case identified by Lord Reed PSC, and that the claim for damages as formulated in the Particulars of Claim seeks, effectively, to put Mr Dekel in the position that he would have been in as a shareholder in CLL BVI had the Defendants complied with their contractual obligations, if indeed they are in breach thereof. The Defendants rely upon the fact that the documentation clearly shows Mr Dekel as having subscribed for shares in CLL BVI and being entered in CLL BVL’s Register of Members as a member.

Further, the Defendants rely upon the Investment Memorandum having defined “The Investment” as being investment in the shaRE Capital of CLL BVI. Further, reliance is placed in the expressed purpose of the Investment Memorandum as having been to: “assist such potential subscribers in the evaluation of the merits of their investment in the Company” [my emphasis]. In addition, reliance is placed on the fact that the Investment Memorandum, by reference to the terms of which Mr Dekel subscribed for shares by the Subscription Agreement, set out procedures for making distributions and redeeming shares which clearly tied the fortunes of Mr Dekel’s investment in CLL BVI to the fortunes of CLL BVI itself, hence the submission that this is a paradigm case of reflective loss impermissibly being sought to be recovered by a shareholder.