CL-2024-000271 - [2025] EWHC 2162 (Comm)

The starting point, in relation to the Claimant’s allegation under this head, is that TCR was induced to enter the original option agreement to purchase the Sale Consideration Shares contained within the TCI SHA entered into on or around 6 April 2009 by reason of the conspiracy and deceit practised by the Defendants at the time of the original transaction. The considerations applicable to this part of the claim, had the put option been exercised by Mr Townsley, would have been precisely the same as those applicable to the first stage of the claim.

In fact, however, a further complication has been introduced by reason of the fact that the claim, as formulated, has been divided into two parts. This second part of the claim is founded on the proposition that the relevant deceit and conspiracy continued after the initial transaction, and led to a further transaction pursuant to which the TCR was induced to accelerate the purchase of the Sale Consideration Shares, and thereby complete the overall transaction.

In my judgment, this further complication does not affect the overall merit of the claim. Again, the nub of the complaint is that the TCR of the Defendants. The same considerations apply to this limb of the claim as those I have considered in relation to the first limb.