Segulah Medical Acceleration AB & Ors v Akhilesh Shailendra Tripathi & Anor

On 24 and 25 February 2026, I heard applications made in three sets of proceedings: (i) an unfair prejudice petition under number CR-2023-005099 (“the Petition”) and (ii) two claims under numbers BL-2024-000036 and BL-2024-000401 (together “the Deceit Claims” and where it is necessary to refer to them separately, “036” and “401” respectively). The proceedings are related because a significant number of the Petitioners are also Claimants in the Deceit Claims, and the underlying complaints concern investments in and the management of the same company, Signifier Medical Technologies Limited (“the Company”). The Deceit Claims also include claims in negligent misstatement, conspiracy, and contract by at least some of the Claimants but, as I will explain further below, the focus of the hearing relevant to this judgment was those claims made in deceit.

The applications before me were (i) a significant case management application in relation to the shape of the proceedings, (ii) a related application by the First Respondent to the Petition (referred to as “Mr Tripathi” by the Claimants and as “Professor Tripathi” by his legal team) for extensions of time for disclosure and witness statements in the Petition; and (iii) an application in 036 by the First Claimant, Segulah Medical Acceleration AB (“Segulah”), for permission to bring an additional claim against Mr Tripathi by way of amendment (“the Segulah Amendment Application”). No discourtesy is intended where I refer below to Mr Tripathi as opposed to Professor Tripathi.

The Segulah Amendment Application was initially just one aspect of a wider application by the Claimants (and two proposed new claimants) to amend their claims in 036 and 401 but, by the time of the hearing before me, the parties had agreed the terms on which the majority of those amendments (including the addition of two further Claimants) would either be allowed or not proceeded with. As a result, I heard argument only in relation to the Segulah Amendment Application.

On the afternoon of 25 February 2026, I gave my ruling on the first and second of these applications and made orders about the future conduct of all three sets of proceedings which are to be case managed together. However, I reserved judgment on the Segulah Amendment Application and it is that application which I deal with in the remainder of this judgment.

Segulah was represented by Mr Beswetherick KC and Mr Chan while, for the purposes of the Segulah Amendment Application, Mr Tripathi (the First Defendant in 036) was represented by Mr Baradon KC and Mr Eldridge. For completeness I note that the Second Defendant in 036, Ms Silvie Kent (“Ms Kent”), was not present and was not represented. Shortly before the hearing Ms Kent had sent a letter to the Court explaining that she was now acting as a litigant in person and would not be attending the hearing. In any event, the Segulah Amendment Application did not concern or affect her position as the new claim is against Mr Tripathi only.

In broad terms, the Deceit Claims relate to purchases by the Claimants of shares or convertible securities issued by the Company. Where the purchases related to shares, the seller was Ms Kent; where they related to convertible securities, the notes were issued by the Company to the relevant Claimant purchaser as part of fundraising by the Company. Further:

Between them, the Deceit Claims allege that:

Segulah initially made a claim only in respect of 25,000 shares registered in the name of Ms Kent which it purchased on 8 September 2021 pursuant to a written share purchase agreement. However, at ¶36 of the original Particulars of Claim in 036, Segulah referred by way of background to the fact that it had loaned $5 million to the Company in exchange for convertible securities in July 2021 pursuant to the Company’s Series D fundraising. The claim which Segulah wishes to add by way of amendment relates to this initial investment.

The starting point for Segulah’s proposed additional claim is a phone call said to have taken place on 8 June 2021 and which is pleaded at ¶35A of the draft Amended Particulars of Claim (“APoC”) in 036 as follows (¶35A being an entirely new paragraph):

The draft APoC then plead at ¶35B (another entirely new paragraph) that the following implied representations were made during or arose from the phone call on 8 June 2021:

The draft APoC then include, in ¶36, a proposed amendment to allege that, when Segulah invested $5 million in the Company in the Series D round of fundraising, it did so in reliance on the implied representations set out in paragraph 10 above (which I will refer to as “the Implied Representations”).

Segulah’s case as to the falsity of the Implied Representations and as to inducement is found in ¶65A – 65I of the draft APoC. By ¶65C and 65D, Segulah alleges that the Implied Representations were false because Mr Tripathi intended that the money which he would invest was “derived from the sale of shares registered in the name of Ms Kent and which had been obtained by Mr Tripathi’s fraud”. Further, ¶65F pleads that:

Finally, Segulah’s loss is set out in ¶90A of the draft APoC.

At the hearing before me, the only issue taken by Mr Tripathi on the Segulah Amendment Application was whether Segulah has a real prospect of demonstrating that the Implied Representations were actually made. Mr Tripathi does not accept that Segulah will make good the other aspects of the proposed new claim at trial, but those matters were not in issue for the purposes of the Segulah Amendment Application. Further, where I refer below to the words used by Mr Tripathi or their context, I am referring simply to the case as alleged by Segulah without intending to make any findings of fact about those words or context, or to suggest that they are anything more than allegations at present.

Contested amendments

There was little if anything between the parties on the legal test to be applied in respect of contested amendments:

Deceit

There was also agreement as to the requirements for a claim in deceit. Mr Tripathi referred me to the statement of principle by Viscount Maugham in Bradford Third Equitable Benefit Building Society v Borders [1941] 2 All E.R. 205 as 211 as follows (with citations omitted):

This passage was referred to and relied on by the Privy Council in the recent decision in Credit Suisse (Bermuda) Ltd v Ivanishvili [2025] 3 W.L.R. 789 at [137].

As the proposed amendments in this case concern the Implied Representations, I was also referred by both sides to a wide range of authorities which either explain how the Court is to go about identifying whether an implied representation has been made and, if so, in what terms, or provide examples of such representations. Particular attention was given to:

Mr Baradon KC also developed an additional argument about the need for necessity or obviousness if an implied representation is to be found. In my draft judgment circulated on 19 March 2026, I indicated that I did not consider that it was appropriate to reach a conclusion on this argument, given that it was said in Mr Tripathi’s skeleton argument (at ¶15) that determining it would not have a practical impact on this case. It seemed to me that a decision on this argument was better left to a case where it might affect the result. Having circulated my draft judgment, it was clarified that this additional argument worked as a further and separate argument which could, in fact, be relevant if I did not accept Mr Tripathi’s primary argument that the proposed amendments failed on an application of the general principles which I have described above. It was said that, if I was of the view that Segulah’s amendments should be permitted on the basis of the general principles, those amendments should nonetheless be refused because I should hold that an implied representation should be necessary or obvious, and neither requirement was satisfied in this case. I will address this additional argument at the end of this judgment.

Finally, Mr Beswetherick KC relied on two authorities which refer to the need for caution in determining on a summary basis the existence or not of an implied representation as it is a matter of fact not law: Hamoodi v Lombard Odier Asset Management Ltd [2024] EWHC 1314 at [79] approved in Varanova Bidco LP v Johnson Matthey Plc [2025] B.C.C. at [89]-[90]. Hamoodi was a case in which the Judge, HHJ Pearce, expressed significant doubts about the strength of the case based on an implied representation but declined to strike it out. Mr Baradon KC’s response was to refer to Geest and Candey Ltd v Bosheh [2021] EWHC 3409 as examples of cases where claims relying on implied representations had been rejected on a summary basis. Further, he made the point that the proposed new claim is itself a substantial one – at least $5 million plus accrued interest – and the Court should, if the lack of merit in the claim is sufficiently clear, grasp the nettle and refuse to allow it to proceed.

Mr Tripathi’s case on the Segulah Amendment Application was that, even if all of the allegations of primary fact upon which Segulah’s proposed amendment is predicated were taken at their highest, that claim would fail to meet the threshold described above. This was because, Mr Tripathi argued, Segulah would have no real prospect of persuading any Court that the Implied Representations were actually made. This was said to be the case irrespective of whether or not there is a requirement for necessity or obviousness (the secondary argument referred to in paragraph 19 above).

In order to understand why Mr Tripathi said that this was the answer to the proposed amendments, it is necessary to consider how Segulah advanced its case:

Although it is for Segulah to persuade me that the proposed amendments should be permitted, it is convenient to set out Mr Tripathi’s arguments first as much of the debate centered on Mr Tripathi’s objections to the proposed amendments. As to this Mr Baradon KC was critical of the proposed amended case for a number of reasons. In particular, he said that:

Mr Beswetherick KC’s position was, in summary, that:

The question I have to answer is whether there is a real prospect (with a sufficient degree of conviction) of Segulah demonstrating at trial that a reasonable person in Mr Gunnarsson’s position and with his known characteristics would have inferred that the Implied Representations were being implicitly represented by Mr Tripathi’s words and conduct in their context.

The answer to this question is not as straightforward as suggested by Segulah.

First, there does seem to me to be scope to criticise the formulation of the Implied Representations, particularly given that, although they were presented as either alternative or cumulative (by the use of “and/or”), there seems to me to be a material difference between the two formulations used: one goes specifically to the title of Mr Tripathi to the monies to be invested but the other is in more general terms and goes to the manner in which those monies had been obtained (which may have no effect on Mr Tripathi’s title to the monies but could expose him to a personal claim). The very fact that there are two different implied representations relied on but Segulah is equivocal about whether one or both was made is a relevant factor in considering whether the claim has a real prospect of success.

Moreover, the first of the Implied Representations – referring to “legitimate manner” – suffers from a certain lack of precision and a degree of elasticity as it could cover a range of conduct from Mr Tripathi beyond the deceit which is alleged against him to, while the second of them – referring to “indefeasible title” – has more precision but adds a degree of complexity in that it involves a particularly legal concept which may well be unknown to an objective observer of the words used and their context.

Second, it seems to me that there is some force in the submission by Mr Baradon KC that the Implied Representations are not of the type which would flow naturally from the express words used or would naturally be assumed. Rather, they seem to have been conceived in order to tread a narrow path between the actual words used and a more general representation as to honesty. As to this:

As such, the Implied Representations might be said to have been reverse-engineered back from Segulah’s underlying case that the money which Mr Tripathi used to invest in the Series D fundraising had been obtained pursuant to transactions which they say were, at the relevant time, voidable but had not been avoided. Rather than looking at what (if anything) was being implied as at 8 June 2021 without reference to matters of which Segulah was unaware at the time, the Implied Representations appear to have been designed to cover the particular situation in which the money obtained through those earlier transactions can be said be Mr Tripathi’s money but could also be the subject in due course of third-party claims either against Mr Tripathi personally or against the money in Mr Tripathi’s hands (or even in the hands of the Company).

Third, the evidence from Mr Gunnarsson confuses matters. It is right that, on its face, his evidence is suggesting that he went through a two-stage process to understand and appreciate what was being implied by Mr Tripathi’s words. It is also the case that the evidence proceeds on the basis that the availability of the money to the Company was the key to the Implied Representations which followed. Mr Gunnarsson’s need to go through two steps to get to the Implied Representations would, if relevant, be an indicator against the existence of the Implied Representations.

The problem with this third point is twofold:

More generally, notwithstanding the force of the points identified above and Mr Baradon KC’s submissions more generally, I have concluded, on balance, that Segulah should be permitted to make the amendments it has proposed. While I do not agree with Mr Beswetherick KC that this is a case where the merits of the proposed new claim clearly or plainly exceed the required threshold, I consider that there is a real prospect that the trial judge, having heard the evidence and having been able to judge both the words used and their context, will find that the Implied Representations (or one or other of them) were made.

This is not a case in which the implied representations relied on are to be implied solely from conduct (such as the restaurant or taxi examples discussed in Ivanishvili). Rather, in this case there were dealings between the parties from about February 2021 including due diligence and various calls with Mr Tripathi leading to the call on 8 June 2021. As a result, it is first necessary to construe the words on that call in their context before consideration can be given to whether or not those words and the context in which they were used also convey the Implied Representations. This is not a task which can easily be done without hearing the evidence about the circumstances in which the call on 8 June 2021 took place.

Further, even if the first part of Mr Tripathi’s argument is accepted at this stage - that the reference to “his own money” was an express representation that he would invest money which he owned “legally or beneficially” - it is sufficiently possible that the trial Judge will conclude that, in their context, those words also conveyed something more about the source or nature of the funds. On Mr Tripathi’s case, the construction of the express representation might be said to draw a somewhat artificial distinction between money which Mr Tripathi had obtained pursuant to a transaction which was void and one which was merely voidable, and that the objective observer would assume or infer the Implied Representations to remove the artificiality. Of course, it may be that the Judge will conclude that the words meant only that Mr Tripathi was investing money on his own behalf rather than for the benefit of someone else (the relevant conversation pleaded by Segulah having started with Mr Tripathi’s commitment to the business) and conveyed nothing additional about where Mr Tripathi had got the funds from or how.

I do not consider, however, that I can reach a conclusion at this stage with sufficient certainty that the evidence as to what Mr Tripathi said and the context in which he said it are such that the making of the Implied Representations can be ruled out. Put another way, and as I have already referred to above, rejecting the claim now would involve a determination of fact that the Implied Representations were not sufficiently arguable after what would, in effect, be a mini-trial on the evidence of Mr Gunnarsson alone, but the authorities caution against such mini-trials.

Having provided my draft judgment to the parties, I was invited by Mr Tripathi’s legal team to expand upon my reasons to deal with its submissions as to the significance of further evidence. They said, in particular, that Segulah had had the opportunity to adduce all of the evidence it wanted in order to provide both the relevant context to the alleged words and Mr Gunnarsson’s personal characteristics. As such, an appeal to the potential significance of further evidence was nothing more than Micawberism. However, I do not consider that my judgment in the paragraphs above rests on the significance or otherwise of further evidence, nor was I assuming that further evidence might become available. Rather, I was seeking to draw a distinction between the (inevitably somewhat arid) exercise of considering the existing evidence on the papers and the impact at trial of the Judge having heard and considered that evidence live at the trial. My conclusions at paragraphs 33-36 above were based on the evidence put before me by Segulah from which I concluded to the standard necessary for an application to amend that the Judge at trial could, having heard and considered that evidence, find that the implied representations were made.

It also seems to me that the criticisms of the way in which the Implied Representations have been formulated only go so far. It is often possible, at the pleading stage, to criticise the implied representations being relied on. If the pleader is too specific and seeks to tie the representation to the matters which have subsequently become known, then it will be said that the representation has been tailored to fit the circumstances. Equally, if the pleader seeks to avoid this trap with a more general representation, then it will be said to be too vague, general, or imprecise.

Further, this is not a case like Candey where the weakness of the case was evident from (a) the alleged misrepresentations having gone through different versions (including even as to who had made the representation) (see [99]) and (b) the absence of clear words or conduct from which any implied representation could be implied (see [100]-[102]). Rather, this is a case where there are words and conduct from which the Implied Representations could be implied and the precise nature and scope of what, if anything, was being implied as a matter of fact from those words and that conduct is a matter for trial.

Thus, although I have doubts about the strength of Segulah’s case in relation to the making of the Implied Representations, on the application of the general principles described in paragraph 18 above, I consider that Segulah should be permitted to make the proposed amendments. I assume that it will also wish to correct several typographical errors which appear in the draft (the spelling of Mr Gunnarsson and the sub-paragraph numbering in ¶35A, and the deletion of an additional “to” in ¶35B).

As I have referred to above, Mr Tripathi had a further argument that there is more to the law on implied representations than simply the general principles derived from Geest/IFE/Loreley and described in paragraph 18 above. In fact, Mr Tripathi said that, properly understood, the legal position is that an implied representation can only be held to have been made where a reasonable person in the position of the putative representee would regard the putative implied representation as either (i) having necessarily been conveyed by the relevant words and/or conduct in their context or (ii) having so obviously been conveyed by the relevant words and/or conduct in their context that it went without saying.

Having considered further the nature of this part of Mr Tripathi’s case, I remain of the view that it is not appropriate or necessary for me to determine whether or not there is a requirement of necessity or obviousness for the existence of an implied representation at this stage in the proceedings.

It is well established that it is not generally appropriate on applications for summary judgment (and therefore on applications for permission to make amendments) to seek to resolve complex issues of fact or law. However, it seems to me that Mr Tripathi’s secondary argument is seeking just that, namely the resolution of a complex point of law. I say this because Mr Tripathi’s own case accepted that the requirement of necessity or obviousness “has not always been stated as such in the authorities” (Mr Tripathi’s skeleton at ¶17).

The following authorities in particular were referred to by Mr Tripathi in the context of his argument as to the requirement for necessity or obviousness:

Having considered these authorities, it seems to me that, in fact, the position is rather more unhelpful to the secondary argument than simply the fact that the requirements argued for by Mr Tripathi have “not always been stated” in the cases. As far as I am aware, none of the numerous authorities to which I was referred states, in terms, that necessity or obviousness are absolute requirements. Moreover, the passages I have referred to in paragraph 44 above are generally inconsistent with necessity or obviousness being factors without which an implied representation can ever be found to have been made.

Indeed, as I understand it, Mr Tripathi’s argument proceeds not so much from existing authority but from a point of principle that, so it is said, there is a sufficient similarity between the implication of terms into a contract and the identification of implied representations, that the same or very similar tests should be used for each process. Given that a contractual term will be implied if the term is so obvious as to go without saying or is necessary for business efficacy (Marks and Spencer Plc v BNP Paribas Securities Services Trust Company (Jersey) Ltd [2016] A.C. 742 at [23]), very similar requirements should be applied to the question of whether an implied representation was made. The strictness with which the implication of terms is dealt with was said also to be justified in relation to implied representations. However, there was limited reference in the authorities to the cross-over between the implication of terms and the identification of implied representations.

In setting out the issues with Mr Tripathi’s argument in the paragraphs above, I am not saying that he would not succeed at trial in persuading a judge that he is correct as to the point of principle and the explanation of the authorities which are inconsistent with that principle. However, I do consider that they illustrate that this argument is a complex one, the resolution of which is best done at or after a trial at which findings of fact will have been made about whether any implied representations were made and, if so, on what basis. A judge would be able, at that stage, to consider how the requirements of obviousness or necessity might work with the more general principles which were common ground between the parties.

By contrast, my task on the Segulah Amendment Application is to determine only whether or not the proposed amendments are sufficiently arguable and it seems to me that the existence of this secondary argument does not undermine the conclusions which I have reached on the application of the general principles.

In these circumstances, I will allow the amendments subject to the points made in the final sentence of paragraph 40 above.