Claim No: LM-2023-000318 - [2025] EWHC 1098 (Comm)

Fecha: 09-May-2025

Relevant Background The Parties and EDD

Relevant Background

(1)

The Parties and EDD

In 2015 the Claimants incorporated EDD to assist veterinary practice customers in relation to direct debits for pet healthcare subscriptions. The business involved maintaining a payment services website or “dashboard”, with at least two other companies, regulated by the Financial Conduct Authority (“FCA”), being contracted to provide services in respect of the processing of transactions, namely GoCardless Limited and Bottomline Technologies Limited. Such third party contractors were referred to as “payment service providers” or “PSPs”.

10.

IVL is a large veterinary care provider and either itself or through its subsidiaries was a user of the services of EDD prior to the SPA.

11.

For the purposes of the application, IVL did not challenge the following, more detailed, description of the business model of EDD at the time of the SPA, derived from the witness statement of the First Claimant, Mr Lay:

11.1

EDD engaged a contractor to develop a user-friendly online “dashboard” which EDD’s vet practice customers could use to manage pet healthcare subscriptions purchased by their customers.

11.2

Upon a vet practice customer confirming its intention to use EDD’s services, it would be sent a contract to execute with EDD. It would also be sent a bulk change deed to switch from the customer’s previous direct debit facilities manager to one of the PSPs contracted to EDD.

11.3

EDD would then provide vet practice customers with access to the online “dashboard”. The vet practice customer would then input the relevant information for pet owners purchasing pet healthcare subscriptions into the online 'dashboard'.

11.4

Once a vet practice customer had inputted the information into, and given EDD instructions via, the online “dashboard”, EDD would communicate the information to its third-party PSPs through an Application Programming Interface or “API”. The third-party PSPs would then collect payment from the pet-owner customers. The funds would be held by the third-party PSPs in ring-fenced client accounts. Finally, the third-party PSPs would execute the transfers of funds to EDD’s vet practice customers’ bank accounts.

11.5

If EDD received a notification from one of the third-party PSPs that a payment had failed, EDD would ask the PSP to attempt to collect the payment two more times.