Kinled Investments Ltd v Zopa Group Ltd [2022] EWHC 1194 (Comm) (27 May 2022)

Kinled Investments Ltd v Zopa Group Ltd [2022] EWHC 1194 (Comm) (27 May 2022)

There was no binding variation of the engagement letter as alleged by Kinled, as no agreement was reached and no consideration was provided. The intermediary work done by Kinled was not in anticipation of a new contract but with the expectation of payment only under the engagement letter, which did not entitle...

Source-derived case information.

Citation
[2022] EWHC 1194 (Comm)
Parties
Claimant: Kinled Investments Limited; Defendant: Zopa Group Limited
Jurisdiction
England and Wales
Judgment Date
27 May 2022
Procedural Posture
Commercial Claim and Counterclaim / High Court Trial Judgment
Outcome
Claim and counterclaim both dismissed
Legal Topics
Variation of Contract, Quantum Meruit, Financial Services and Markets Act 2000 (fsma), Unenforceable Agreements, Introducer's/intermediary's Fee
Contract Law Financial Regulation Variation of Contract Quantum Meruit Financial Services and Markets Act 2000 (fsma) Unenforceable Agreements Introducer's/intermediary's Fee

Source-derived case record

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 6 Party arguments 2 Amounts and remedies 5
Sign in to unlock

Parties

Kinled Investments Limited

Claimant

Zopa Group Limited

Defendant

Procedural Posture

Commercial Claim and Counterclaim / High Court Trial Judgment

Legal Issues

  1. 1 Whether the engagement letter was varied to entitle Kinled to a fee for Silverstripe's second investment
  2. 2 Whether Kinled is entitled to a quantum meruit for intermediary services in the second investment round
  3. 3 Whether Kinled's activities constituted regulated activities under FSMA, rendering the engagement letter unenforceable

Ratio Decidendi

There was no binding variation of the engagement letter as alleged by Kinled, as no agreement was reached and no consideration was provided. The intermediary work done by Kinled was not in anticipation of a new contract but with the expectation of payment only under the engagement letter, which did not entitle Kinled to further payment. Kinled's activities in the initial introduction constituted regulated activities under FSMA, rendering the engagement letter unenforceable, but it was just and equitable for Kinled to retain the £345,000 fee already paid.

Court Disposition

Claim and counterclaim both dismissed

Orders

  • Kinled's claim for £4.2 million dismissed
  • Zopa's counterclaim for recovery of £345,000 dismissed