Garden House Software Limited v Timothy John Marsh & Ors

Facts

The claimant, Garden House Software Limited ("GHSL"), is the assignee of the claims of Serisys Limited (in liquidation) ("the Company"), an English company compulsorily wound up on HMRC's petition on 27 March 2019. The Company was the Watford research and development arm of the Serisys group, whose Hong Kong parent Serisys Group Limited ("SGL") also owned Serisys Solutions Limited ("SSL") in Hong Kong and a Thai subsidiary. The Company's six or seven employees did nothing but design and write cloud-based financial services software called "Adypt", which the group hoped to license to international banks and exchanges. On 30 August 2017 the Company assigned its entire intellectual property in Adypt to Serisys Asset Holding Limited ("SAHL"), a Hong Kong company incorporated three days earlier and wholly owned by SGL, in consideration only of a one-year, non-exclusive, non-assignable licence to use the software. SSL made an identical assignment the same day. GHSL alleged that the assignment was a transaction at an undervalue, a transaction defrauding creditors and a breach of the directors' duties, and brought further claims of wrongful trading, de facto directorship, unlawful means conspiracy and dishonest assistance against the executive and non-executive directors, together with challenges to charges over Adypt granted to Ms Ball, the first defendant's wife.