Actinon Pte Ltd v Char Biocarbon Inc [2026] EWHC 94 (Comm) (21 January 2026)

Actinon Pte Ltd v Char Biocarbon Inc [2026] EWHC 94 (Comm) (21 January 2026)

The Defendant, by its conduct and correspondence (including the DLA Letter and participation in mediation), affirmed the Agreement with knowledge (actual or constructive) of its right to rescind, thereby losing any entitlement to rescind for misrepresentation. The Defendant is contractually obliged to pay the sum of $635,810 to the Claimant, and the no set-off clause precludes any deduction for alleged counterclaims. The Defendant's arguments regarding misrepresentation and rescission do not raise a real prospect of success sufficient to defeat summary judgment for the acknowledged debt.

Citation
[2026] EWHC 94 (Comm)
Parties
Claimant: Actinon Pte Limited; Defendant: Char Biocarbon Inc
Jurisdiction
England and Wales
Judgment Date
21 January 2026
Procedural Posture
Commercial Contract Dispute (summary Judgment and Reverse Summary Judgment Applications) / Post Hearing Judgment on Summary Judgment and Reverse Summary Judgment Applications
Outcome
Summary judgment granted in part for the Claimant; Defendant's application for reverse summary judgment dismissed.
Legal Topics
Summary Judgment, Affirmation and Rescission, Estoppel, Interpretation of Contract Terms, No Set Off Clauses, Misrepresentation (pre Contractual), Remedies for Breach, Minimum Royalty Provisions
Contract Law Commercial Law Misrepresentation Summary Judgment Affirmation and Rescission Estoppel Interpretation of Contract Terms No Set Off Clauses +3 more

Case Brief

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Parties

Actinon Pte Limited

Claimant

Char Biocarbon Inc

Defendant

Procedural Posture

Commercial Contract Dispute (summary Judgment and Reverse Summary Judgment Applications) / Post Hearing Judgment on Summary Judgment and Reverse Summary Judgment Applications

Legal Issues

  1. 1 Whether the Defendant is contractually obliged to pay the sum of $635,810 to the Claimant under the Exclusive Licence Agreement
  2. 2 Whether the Defendant is entitled to rescind the Agreement for alleged misrepresentation
  3. 3 Whether the Defendant affirmed the Agreement and thereby lost the right to rescind

Ratio Decidendi

The Defendant, by its conduct and correspondence (including the DLA Letter and participation in mediation), affirmed the Agreement with knowledge (actual or constructive) of its right to rescind, thereby losing any entitlement to rescind for misrepresentation. The Defendant is contractually obliged to pay the sum of $635,810 to the Claimant, and the no set-off clause precludes any deduction for alleged counterclaims. The Defendant's arguments regarding misrepresentation and rescission do not raise a real prospect of success sufficient to defeat summary judgment for the acknowledged debt.

Court Disposition

Summary judgment granted in part for the Claimant; Defendant's application for reverse summary judgment dismissed.

Orders

  • Defendant to pay Claimant the sum of $635,810 forthwith.
  • Defendant's application for reverse summary judgment dismissed.