Finance Technology Leverage LLC v Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft In München

On strike-out and summary judgment, pleaded facts should generally be accepted unless they are demonstrably untrue or unsupportable. A claim should proceed where it has a real prospect of success and the court cannot confidently conclude that its factual basis is fanciful, unsupported or insufficiently pleaded. Proposed amendments should be permitted where they are arguable, coherent, properly particularised and factually supported.

Contract formation may be established from the whole course of negotiations and conduct, even where the parties contemplated a later formal document. An implied contract and restitutionary claim may remain arguable where valuable services were requested and provided after an earlier agreement expired. A potentially time-barred new claim may be permitted without relation back where the limitation defence is preserved.

Finance Technology Leverage LLC brought claims against Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München concerning services allegedly provided after expiry of a written collaboration agreement and alleged entitlement to share in the economic upside of transactions involving Equidate and other companies.

The claimant also sought to amend its pleading to introduce a Californian trade-secret misappropriation claim. The defendant applied to strike out or obtain summary judgment on the existing and proposed claims, contending that there was no sustainable contract, restitutionary entitlement or factual foundation.

The issues were whether the existing claims had a real prospect of success, whether the proposed amendment was arguable and sufficiently connected with the existing facts under CPR r.17.4(2), and whether permission should be granted without relation back.

1. Disposition. The application to adduce two further witness statements was allowed. The Services Claim and Transactional Claims were not struck out. Permission was granted to introduce the Californian law claim, but without relation back to the commencement of the proceedings and instead by reference to the amendment application issued in October 2024.
2. On strike-out and summary judgment, the court applied the principles in Easyair v Opal Telecom Ltd [2009] EWHC 339 (Ch), Okpabi v Royal Dutch Shell Plc [2021] UKSC 3, Mentmore International Ltd v Abbey Healthcare (Festival) Ltd [2010] EWCA Civ 761 and Elite Property Holdings Ltd v Barclays Bank plc [2019] EWCA Civ 204. The pleaded factual basis was not fanciful, the claimant had material capable of supporting a prima facie case, and the pleadings permitted the necessary inferences. Resolving disputed evidence would involve a mini-trial.
3. The Services Claim was sufficiently arguable. It was open to the claimant to establish that the parties’ conduct after expiry of the written agreement gave rise to an implied agreement on its terms, or supported a quantum meruit. The question whether conduct was consistent only with an implied contract was unsuitable for summary determination.
4. For the Transactional Claims, the court considered the whole course of the parties’ negotiations and conduct, applying Smit Salvage BV v Luster Marine Maritime SA [2024] EWCA Civ 260. It could not rule out a binding collaboration and transactional arrangement, including an agreement arising by conduct, notwithstanding the parties’ expectation that more formal arrangements might follow.
5. The court did not determine the alternative constructive-trust and quantum-meruit claims because the primary contractual case was to proceed to trial. The alleged timing and valuation of any upside, including whether the IPO rather than the end of a lock-up period was material, required factual and expert evidence.
6. The proposed Californian claim was arguable on the pleaded case. The limitation issue could not be resolved before trial. Applying CPR r.17.4(2) and the approach discussed in Advanced Control Systems Inc v Efacec Engenharia e Sistemas S.A. [2021] EWHC 914 (TCC), permission was granted without relation back, preserving the defendant’s limitation defence.

First-instance decision. No prior appellate decision is stated in the judgment.