SCRP Fund I Finance SARL v Paul Robson & Anor

Facts

The claimant, SCRP Fund I Finance S.A.R.L., funded a management buyout of the NAC group. Under a sale and purchase agreement dated 28 September 2022 (the SPA), the defendants, Paul and Wendy Ann Robson, sold the shares in five group companies to NAC Group Holdings Limited, a special purpose vehicle. NAC Holdings' rights under the SPA were assigned to the claimant under a debenture, and NAC Holdings later entered administration. The claimant issued proceedings on 1 October 2024 alleging breaches of warranty concerning one company. The defendants denied the claim and pleaded an equitable set-off based on the SPA's earn-out seller protection provisions. The case was transferred to the Business and Property Courts in Newcastle, and a ten-day trial was fixed for October 2026. After the defendants served Voluntary Further Particulars, the claimant's Response raised new allegations of bribery. The defendants applied to strike those allegations out. The claimant then applied to amend its Particulars of Claim. Its successive drafts pleaded fraudulent misrepresentation and, in Version 3, served 18 days late, fraudulent misrepresentation to the claimant as lender. The drafts also pleaded further accounting inaccuracies said to have overstated EBITDA. The claimant applied to extend time for the draft and for permission to amend. It accepted that the trial would be lost if permission were granted.