Union Bancaire Privée, UBP SA v L Catterton Europe SAS

Facts

Union Bancaire Privée, UBP SA ("UBP"), a Swiss private bank and asset manager, applied for pre-action disclosure under CPR 31.16 and section 33(2) of the Senior Courts Act 1981 against L Catterton Europe SAS ("LCE"), a French private equity firm within the US-headquartered L Catterton group. UBP wished to bring a claim in deceit arising out of its acquisition of an indirect interest in Jaguar Topco SAS, which operates the Jott clothing brand. Under a Letter Agreement of 8 June 2023, governed by English law and providing that disputes in connection with it were subject to the courts of England, LCE supplied UBP with financial models, valuations and investor presentations projecting Jott's EBITDA and enterprise value. UBP committed to the investment on 22 November 2023 by entering a Partnership Agreement and Subscription Agreement, subscribing EUR 80,166,667, and the Partnership purchased shares in SL09 on 7 December 2023 for EUR 28,837,494.09. UBP says Jott suffered severe logistics failures from August 2023, that actual FY2023 EBITDA was EUR 20.5m, and that LCE knew of the deterioration while representing Jott as healthy. UBP sent a letter before action on 5 September 2025; LCE responded on 28 October 2025 disputing jurisdiction and the adequacy of the letter, and the application was served on 11 December 2025.