Quantum Care Limited & Anor. v Lalit Modi

In deceit, the claimant must prove a false representation, knowledge or recklessness, an intention to induce reliance, actual reliance and resulting loss. The representor must have intended the statement to be understood in the sense in which it was false, and the claimant must have understood it in that sense. Appellate interference with findings of fact is exceptional and requires an identifiable error or a decision that cannot reasonably be explained or justified. A judgment need not address every argument or item of evidence, provided it shows that the issues and principal evidence were considered and gives adequate reasons. Appeal dismissed.

Quantum Care Limited and Gurpreet Gill Maag appealed from the decision of a Deputy High Court Judge, reported at [2022] EWHC 721 (Ch). The Judge held Lalit Modi contractually liable to Quantum but dismissed claims in deceit based on alleged representations about the status, commitments and roles of individuals associated with an oncology venture. The appeal challenged the Judge’s findings about the meaning intended by Mr Modi, the Maags’ understanding and reliance, the treatment of relevant evidence, and the adequacy of the reasons. The central issue was whether those findings could properly be disturbed on appeal or required a retrial.

Disposition. The appeal was dismissed.

1. Deceit requires proof of a false representation, knowledge or recklessness as to falsity, an intention that the claimant should rely on the representation, actual reliance and resulting loss. The representor must intend the statement to be understood in the sense in which it is false, and the claimant must understand it in that sense. An objectively false meaning which the claimant did not understand cannot found deceit.
2. The Judge’s findings that Mr Modi had not made the alleged representations with the meanings asserted, and that the Maags had not understood the documents as showing that the named individuals had already committed to their proposed roles, were fatal to the deceit claim. The Court of Appeal was not persuaded that those findings lacked an evidential basis or could not reasonably be explained or justified.
3. Applying Henderson v Foxworth Investments Ltd [2014] UKSC 41, appellate courts should not interfere with findings of fact absent an identifiable error, such as an error of law, a critical finding without evidential support, a misunderstanding of relevant evidence or a failure to consider it. The trial Judge had seen and assessed the witnesses. The informal setting, incomplete and aspirational nature of the documents, the Maags’ experience and the surrounding circumstances provided a rational basis for his conclusions.
4. The Court accepted that judgments should use the building blocks of reasoned decision-making, as discussed in Simetra Global Assets Ltd v Ikon Finance Ltd [2019] EWCA Civ 1413. However, a judge need not address every argument, item of evidence or factor expressly. Reading the Judgment and the subsequent permission-to-appeal Judgment together, the reasons were sufficient. Any inaccuracies concerning the extent of Mr Modi’s contacts or the cross-examination did not undermine the overall conclusions. Since the findings on meaning and understanding were independently decisive, the Court did not need to determine the remaining challenges.

• Court of Appeal (Civil Division) — Appeal dismissed. The High Court’s rejection of the deceit claim was upheld.
• High Court of Justice, Business and Property Courts, Business List (ChD) — The Deputy High Court Judge held the defendant contractually liable to Quantum but dismissed the deceit claim: [2022] EWHC 721 (Ch).