PCP Capital Partners LLP & Anor v Barclays Bank PLC

PCP Capital Partners LLP & Anor v Barclays Bank PLC

Barclays made fraudulent misrepresentations to PCP regarding the equivalence of deal terms with Qatar, the nature of the £66m fee, and the $3bn loan, with intent that PCP rely on them. PCP did rely on these representations in entering the subscription agreements. However, PCP failed to prove on the balance of probabilities that, absent the misrepresentations, it would have secured the additional value claimed or retained control of the investment, as it could not demonstrate a real and substantial chance of raising the necessary non-recourse debt finance or bridging the funding gap. Therefore, while liability for deceit was established, causation and loss were not.

Parties
Claimant: PCP Capital Partners LLP; Claimant: PCP International Finance Limited; Defendant: Barclays Bank PLC
Jurisdiction
England and Wales
Judgment Date
26 February 2021
Procedural Posture
Civil Commercial Fraud / Final Judgment After Full Trial
Outcome
Claim dismissed for failure to prove causation and loss despite finding of fraudulent misrepresentation.
Legal Topics
Fraudulent Misrepresentation, Deceit, Contractual Remedies, Capital Markets, Banking Regulation
Commercial Law Banking Law Fraud Fraudulent Misrepresentation Deceit Contractual Remedies Capital Markets Banking Regulation

Case Brief

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Parties

PCP Capital Partners LLP

Claimant

PCP International Finance Limited

Claimant

Barclays Bank PLC

Defendant

Procedural Posture

Civil Commercial Fraud / Final Judgment After Full Trial

Legal Issues

  1. 1 Whether Barclays made fraudulent misrepresentations to PCP regarding the equivalence of the deal terms with Qatar (the 'Same Deal Representation'), the nature of a £66m fee (the 'June Representation'), and the existence and purpose of a $3bn loan to Qatar (the 'Investor Representation').
  2. 2 Whether PCP relied on these representations and suffered loss as a result.
  3. 3 Whether the additional value (fees/terms) could have been obtained by PCP in the counterfactual world absent the misrepresentations.

Ratio Decidendi

Barclays made fraudulent misrepresentations to PCP regarding the equivalence of deal terms with Qatar, the nature of the £66m fee, and the $3bn loan, with intent that PCP rely on them. PCP did rely on these representations in entering the subscription agreements. However, PCP failed to prove on the balance of probabilities that, absent the misrepresentations, it would have secured the additional value claimed or retained control of the investment, as it could not demonstrate a real and substantial chance of raising the necessary non-recourse debt finance or bridging the funding gap. Therefore, while liability for deceit was established, causation and loss were not.

Court Disposition

Claim dismissed for failure to prove causation and loss despite finding of fraudulent misrepresentation.

Orders

  • Claim dismissed.
  • No damages awarded to PCP.