SCRP Fund I Finance SARL v Paul Robson & Anor

An extension of time is assessed by considering the seriousness of the breach, the reason for it and all the circumstances. A very late amendment requires a broad assessment of its merits, the explanation for delay, prejudice to the parties and other court users, and the effect on the trial fixture. A claimant remains responsible for pleading and proving its claim even where the defendant pleads a set-off. Where a contract requires claim notices to give reasonable detail of the circumstances, breach and amount, a general notice does not preserve distinct warranty claims whose circumstances and losses it does not identify.

SCRP Fund I Finance SARL, an assignee of the buyer’s rights under a share purchase agreement, claimed against the sellers for alleged warranty breaches. The sellers pleaded a set-off based on alleged post-completion conduct affecting earn-out payments. In its response, the claimant raised new allegations of bribery and later sought to amend its claim to plead fraud and additional financial warranty breaches.

The claimant sought an extension to rely on a substantially revised draft pleading and permission to amend. The central issues were whether the late draft should be considered and whether the proposed amendments had sufficient merit and complied with the agreement’s claim-notice requirements.

1. Extension of time. The court applied the three-stage approach in Denton v White [2014] EWCA Civ 906. The 18-day delay was serious and there was no good reason for it. However, the court considered all the circumstances, including the greater prejudice to the claimant if Version 3 could not be considered and the defendants’ opportunity to respond. It therefore allowed the extension so Version 3 could be considered in the amendment application.
2. Fraud amendments. The court did not decide whether warranties in a share purchase agreement could also be actionable misrepresentations. It assumed that the claimant’s legal argument had a realistic prospect of success if the pleaded facts were established. That was necessary but not sufficient to justify a very late amendment. The evidence did not establish a strong case: there were plausible business explanations for the payments, no evidence that they were excessive or illegitimate, and material conflicts in the evidence relied on by the claimant.
3. Delay and responsibility for the claim. The defendants’ further particulars did not materially change the basis of their defence. The original defence had identified the issues concerning bid-writing resources and the Sunderland College partnership, while the claimant held most of the relevant documents. A claimant must plead and prove its own claim; the defendants’ set-off did not require them to prove the claimant’s case or explain why the claimant had not found the evidence earlier. The court would therefore have refused permission even if the proposed fraud case had been stronger.
4. Overvaluation amendments. The agreement required notice specifying in reasonable detail the circumstances giving rise to the claim, the resulting breach and the amount claimed. The April 2024 notice identified other account inaccuracies but did not mention the additional inaccuracies later relied on or the losses attributed to them. The claimant had no realistic prospect of showing that this notice preserved those claims.

The application for permission to amend was dismissed.

At an earlier hearing, HHJ Davis-White KC made an order on 29 June 2026 concerning the timetable for draft amended particulars. In this judgment, HHJ Kelly varied the time for the draft so Version 3 could be considered, but dismissed the application for permission to amend.