GI Globinvestment Limited & Anor v XY ERS UK Limited

A fiduciary’s core duties of loyalty, no conflict and no profit do not create a separate fiduciary cause of action for non-disclosure. Disclosure is instead relevant because it may enable a principal to give informed consent which negatives what would otherwise be a breach of the no-conflict or no-profit rules.

Fully informed consent requires disclosure of all material facts. Materiality depends on the circumstances. A sophisticated principal’s actual understanding and inferences may be considered, although a fiduciary cannot satisfy the requirement merely by putting the principal on inquiry. Precise fee amounts or the identities of every intermediary need not be disclosed where the principal has enough information to understand the nature and extent of the fiduciary’s relevant interest.

G.I. Globinvestment Limited and Mr Matteo Cordero di Montezemolo invested in structured products and compartments of the Skew Base Fund following proposals by XY ERS UK Ltd. The Fund’s general partner was ultimately owned by Mr Migani, who also owned companies involved in its operation. Market volatility in March 2020 caused substantial losses in particular compartments.

The appellants alleged that XY had breached fiduciary duties by failing to disclose the full extent of Mr Migani’s and Twinkle’s interests in the Fund. Jacobs J dismissed the claims, and allowed XY’s counterclaim for unpaid fees: [2025] EWHC 740 (Comm). The appeal concerned only the fiduciary-duty claim, including whether there was a positive duty of disclosure and whether the appellants gave informed consent.

1. Appeal dismissed. Newey LJ, with whom Asplin and Popplewell LJJ agreed, upheld the judge’s dismissal of the fiduciary-duty claim.

2. The court held that fiduciary loyalty does not impose a distinct positive duty to disclose all information relevant to the principal’s affairs. The fiduciary rules are the no-conflict and no-profit rules, subject to informed consent. Disclosure is important because it can facilitate that consent and thereby negative what would otherwise be a breach. It does not itself found a freestanding fiduciary claim. This reading accorded with Bristol and West Building Society v Mothew [1998] Ch 1, Hopcraft v Close Brothers Ltd [2025] UKSC 33, and the proper explanation of Item Software (UK) Ltd v Fassihi [2004] EWCA Civ 1244.

3. The court did not decide whether every fiduciary duty is necessarily proscriptive. Its conclusion was confined to the alleged general duty of disclosure. Authorities using the language of a disclosure duty were properly understood as addressing the practical means by which a fiduciary avoids liability for an unauthorised conflict or profit, or as arising from contractual duties.

4. Informed consent requires disclosure of all material facts, and materiality is context-specific. The sophistication and intelligence of the recipient can matter where they actually understand or infer the significance of information given. It does not permit a fiduciary to meet its burden merely by placing the principal on inquiry. Nor must every potentially relevant fact, including the exact amount of a payment, be disclosed if the principal has sufficient information to understand the nature and extent of the relevant interest.

5. The judge was entitled, and correct, to find informed consent. The appellants knew that Mr Migani had created the Fund, owned its general partner, had a substantial financial interest in its success, and was connected with its management. Their lack of knowledge of Twinkle’s precise role, ownership and fee receipts did not alter the nature or scale of the conflict. The court also found no basis for appellate intervention in the judge’s factual findings or evaluative assessment. Grounds concerning remedies did not arise.

• Court of Appeal (Civil Division): Dismissed the appellants’ challenge to the dismissal of their fiduciary-duty claim: [2026] EWCA Civ 1248 .
• High Court, Commercial Court (KBD): Jacobs J dismissed all claims, including the fiduciary-duty claim against XY, and upheld XY’s counterclaim for outstanding fees: [2025] EWHC 740 (Comm) .