Ventura Capital GP Limited v DNANudge Limited & Ors

Ventura Capital GP Limited v DNANudge Limited & Ors

The construction of the 18 January Email and the effect of subsequent conduct cannot be resolved on summary judgment due to factual uncertainties and the need for a fuller investigation at trial; both applications for summary judgment and strike out are dismissed.

Parties
Claimant: Ventura Capital GP Limited; First Defendant: DNANudge Limited; Second Defendant: Professor Christofer Toumazou; Third Defendant: David Lyons
Jurisdiction
England and Wales
Judgment Date
11 September 2024
Procedural Posture
Commercial / Summary Judgment and Strike Out Applications
Outcome
Both applications for summary judgment and strike out are dismissed.
Legal Topics
Summary Judgment, Strike Out, Contractual Interpretation, Variation of Contract, Fraudulent Misrepresentation, Unlawful Means Conspiracy
Contract Law Company Law Civil Procedure Summary Judgment Strike Out Contractual Interpretation Variation of Contract Fraudulent Misrepresentation +1 more

Case Brief

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Parties

Ventura Capital GP Limited

Claimant

DNANudge Limited

First Defendant

Professor Christofer Toumazou

Second Defendant

David Lyons

Third Defendant

Procedural Posture

Commercial / Summary Judgment and Strike Out Applications

Legal Issues

  1. 1 Whether the 18 January 2021 email constituted a binding obligation to subscribe for £40 million of shares in DNANudge Limited
  2. 2 Whether any such obligation was subsequently varied or abrogated
  3. 3 Admissibility and effect of subsequent conduct in contractual interpretation

Ratio Decidendi

The construction of the 18 January Email and the effect of subsequent conduct cannot be resolved on summary judgment due to factual uncertainties and the need for a fuller investigation at trial; both applications for summary judgment and strike out are dismissed.

Court Disposition

Both applications for summary judgment and strike out are dismissed.

Orders

  • Both Ventura's and Defendants' applications for summary judgment and strike out are dismissed.