Simon Mills and Samuel Lane have successfully acted for three non-executive directors in Garden House Software Limited v Marsh & Ors [2026] EWHC 2184 (Ch) , in which the High Court dismissed numerous fraud-based claims against them following a three-week trial.

The claim arose out of the transfer of intellectual property in cloud-based post-trade processing software for financial institutions developed within the Serisys group, known as “ADYPT”. Garden House Software Limited had acquired causes of action from the liquidators of Serisys Limited, the UK subsidiary.  It alleged that ADYPT had been developed by Serisys Limited, and that the assignment of the intellectual property in the software to a Hong Kong group company had been made at an undervalue.

The claimant alleged that the non-executive directors of the Hong Kong holding company, Serisys Group Limited, were liable either as shadow or de facto directors of the UK subsidiary, including for alleged breaches of fiduciary duty and wrongful trading, or alternatively for unlawful means conspiracy and dishonest assistance. It was said that they had approved, colluded in, or failed to object to the assignment in circumstances said to be improper.

The Judge dismissed all claims against the non-executive directors. The claimant did not pursue its shadow directorship case after the evidence, and the Judge held that the non-executive directors were not de facto directors of Serisys Limited. The claims in unlawful means conspiracy and dishonest assistance also failed: the Court found that the non-executive directors were not dishonest, were not participants in any conspiracy, and did not know or turn a blind eye to the proposed terms of the assignment or to any alleged inability of Serisys Limited to pay its debts.

Although the claimant succeeded on certain claims against the executive directors of Serisys Limited, and the Hong Kong subsidiary itself, including claims under sections 238 and 423 of the Insolvency Act 1986, the claims against the non-executive directors were dismissed in full.

The judgment is available here.

Simon Mills and Samuel Lane acted for the successful non-executive directors, instructed by Jodi Tierney of JPP Law.