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You are here: BAILII >> Databases >> England and Wales Court of Appeal (Civil Division) Decisions >> Quantum Care Ltd & Anor v Modi [2023] EWCA Civ 171 (21 February 2023) URL: http://www.bailii.org/ew/cases/EWCA/Civ/2023/171.html Cite as: [2023] EWCA Civ 171 |
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ON APPEAL FROM THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
BUSINESS LIST (ChD)
M.H. Rosen KC (sitting as a Deputy High Court Judge)
Strand, London, WC2A 2LL |
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B e f o r e :
LORD JUSTICE SINGH
and
LORD JUSTICE NUGEE
____________________
| (1) QUANTUM CARE LIMITED (2) GURPREET GILL MAAG |
Claimants/Appellants |
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| - and - |
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| LALIT MODI |
Defendant/Respondent |
____________________
Ian Mill KC and Jonathan Price (instructed by BlackLion Law LLP) for the Respondent
Hearing dates: 1 & 2 February 2023
____________________
Crown Copyright ©
Lord Justice Newey:
Basic facts
"[Mr Modi] had been trying to launch [Ion Care] for approximately two years and had in use various investment proposal documents to seek the extensive funding needed, but seems only to have obtained advances from [a United Arab Emirates-based business called] Ellington and Mr [Ravi] Jaipuria. In the meantime, Ion Care had already incurred large debts and ongoing contractual obligations required for collaboration with CCU and its personnel, and for the Medanta hospital centre and would be necessary also for any of the other treatment centres which had been floated and might be pursued."
"Shortly following Quantum's investment into Ion Care, Mrs Minalini Modi died in December 2018. Her family were deeply affected and Mr Modi's active involvement in Ion Care virtually ended. By April 2019, Ion Care had run out of funds with which to meet its expenses, and had not been able to develop any outpatient treatment centres which would have allowed it to generate revenue."
The Judge's rejection of the deceit claim
"Whilst I would be prepared to proceed on the basis that, if Mrs Maag had decided to invest in Livspace or to invest more in B1T, she might hypothetically have formed and used Quantum for that purpose rather than one of her other existing companies or a new SPV, I am sceptical as to the likelihood of this. Quantum has provided no detailed accounts nor corroboration for the finances of Mrs Maag's other offshore companies and their investments."
"Mr Modi was in short an unreliable witness. Apart from his very poor recall (which I thought genuine) he tended to speeches regarding his aspirations and the closeness of his friendships with innumerable famous people, rather than attempting to focus on objective reality, with which his relationship seemed fluid and sometimes even distant or at least secondary. He seemed to have little if any grasp of the detail or contemporaneous documentation."
i) In paragraph 62:
"neither Mr nor Mrs Maag seemed to me at all gullible and despite Mr Modi's past achievements and connections, I would expect them to have taken some of [Mr Modi's] possible boasts and 'puffs' (as I did) with at least a pinch of salt";
ii) In paragraph 75, after the Judge had noted that the page in the "Information Memorandum" in respect of the "Board of Directors" bore "the legend '*Proposed'":
"Mr and Mrs Maag came to know who were the directors and knew that most of the non-Modi individuals had not been appointed" and "[t]heir case that they were misled into believing that Sheikh Nahyan and others outside the Modi group including Dr Shinawatra had agreed to be appointed later is evidentially thin, at the very least";
iii) In paragraph 78:
"whilst it is plausible that Mr Modi referred to Sheikh Nahyan, Dr Shinawatra, Mr Browne, Mr Annan and other politicians and even royalty during what was obviously a first, preliminary meeting, and it is not impossible that he said that Sheikh Nahyan and/or Mr Browne among others had 'assigned' land in their countries for use as possible treatment centres, I am not at all satisfied that he stated orally that Sheikh Nahyan had 'committed' $100 million and Dr Shinawatra $60 million as alleged in paragraph 21 of the Particulars of Claim";
iv) In paragraph 80:
"The fact that the hard copy stapled pack of the IPD and ['Leadership Board'] taken away by the Maags from the 13/14 April 2018 was later discarded or mislaid may be symptomatic of how unimportant it had become";
v) In paragraph 81:
"In fact, despite opportunities over some months to check or inquire on the progress of specific future investment promises of the sort intimated at their first, preliminary meeting with Mr Modi, the Maags do not appear to have done so";
vi) In paragraph 83:
"In his confused account of what was vision and what was reality, it emerged as unlikely that Sheikh Nahyan or Dr Shinawatra had definitively agreed to lead Ion Care as the Maags claim was represented to them";
vii) In paragraph 84:
"that meeting [i.e. that of 13-14 April 2018] was obviously only the start of a more formal process in which significant matters and conditions would be investigated and discussed before any 'commitment'";
viii) In paragraph 85:
"Given Mr Modi's way of socialising/dealing, it would have been wholly unrealistic to take it that everyone or anyone mentioned by him (he would say because he thought they would probably later participate) was already bound to participate";
ix) In paragraph 86:
"Mr Modi seemed to me indeed predominantly aspirational and however shrewd, inclined to the emotional as well as the grand, and not always very practical. Mr and Mrs Maag are confident, intelligent people. They were unlikely to be seriously misled by what I might call Mr Modi's 'adoption' for Ion Care of so many famous people, simply because he believed as he said that they or some of them would probably support Ion Care later"; and
x) In paragraph 87:
"One striking reference by [the claimants'] counsel at trial was to Mr Modi's announcement by WhatsApp on 31 August 2018 regarding the death of his alleged friend Mr Annan, whom he called an 'Ion Care board member/trustee'; but whilst consistent with Mr Modi having previously so misdescribed Mr Annan, Mr and Mrs Maag could certainly not have believed that Mr Annan was bound to participate once he was deceased."
"Mr Modi probably did know and had approached for Ion Care most if not all of the 30 'patrons' and 'leaders' to whom he may have referred at the 13/14 April 2018 meeting, including Sheikh Nahyan, Dr Shinawatra, Mr Browne and Mr Annan. He even knew some of the 'brand ambassadors' identified in the last third of the ['Leadership Board'] such as Messrs Federer and Ronaldo and the fashion model Naomi Campbell, although he admitted that he had not (yet) approached them to assist in Ion Care (or its related charitable foundation). I do not necessarily accept that his protestation that 'the personalities mentioned were [merely] illustrative of the kinds of person [he] envisaged in' the various roles, save as to a hit list of 'brand ambassadors', may smack suspiciously of a con-man's excuse."
"9. As I made clear from the outset of the Judgment, the IPD document was not to be taken in isolation. Indeed Quantum's present submissions emphasise that the IPD did not exist in a vacuum, as it was shown to the Maags along with the so-called Leadership Board and a video of a celebrity waxing lyrical about the CCU and Dr Greco (and they also claim that Mr Modi boasted orally about having raised huge sums of money for another of his business ventures called 'Honor' when in fact he had not).
10. But other circumstances around the IPD were illuminating the late-night, informal, setting between people who knew each other socially soon after a chance meeting, with plenty of time, opportunity and contact afterwards for any relevant confirmation or further investigation; and what use was made of the IPD or parts of it, as a manifestly incomplete draft, alongside what oral explanations and answers to questions might have been sought or given alongside it, was not fully and sufficiently clear from the evidence at trial. Indeed, the Information Memorandum which started the formal process soon after did not mention the allegedly participating outside individuals, save for Sheikh Nahyan and Mr Pellegrini (leaving aside Dr Greco and Professor Fuks of CCU) on the proposed board of 12 directors.
11. Be that as it may, I do not consider that it is necessary to explain what as a positive alternative to Quantum's case, the IPD document or extracts of it, in context or in isolation, meant or may have meant. Mr Modi's evidence was that the IPD represented his 'vision' and that the individuals mentioned in the IPD were 'merely illustrative' of the kinds of person he envisaged in the various roles. Whilst I was not that impressed by the way he expressed the latter, the former characterisation was consistent with other evidence and with what I consider Mr and Mrs Maag's approach to Mr Modi and his preliminary presentation, both oral and written in the sense that he used documents, at the 13/14 April 2018 meeting in Dubai.
12. If it be necessary to make this explicit, I hope it now suffices to summarise: I consider that the roll-call of outside individuals identified in the IPD was no more than aspirational, like so many of Mr Modi's statements - a grandiose 'vision' which included a pool of many famous people whom he 'envisaged' at one time as participating in due course.
13. What matters more perhaps is that Mr and Mrs Maag did not prove that they understood and relied on the IPD at the time as meaning that the individuals had in fact already committed to proposed roles. On the contrary, if it indeed would help Quantum better to understand my judgment, I can say plainly that I did not believe the Maags' evidence to that effect and consider it possible that the document (discarded but rediscovered after Quantum's investment, in the Ion Care dropbox in December 2018) only became part of their case on deceit later.
14. As for ground (2), my overall conclusion was not that there were no written representations (at the 13/14 April 2018 meeting in Dubai) but was that no actionable misrepresentations were made (or intended or understood), in writing or oral. The assessment of written and oral evidence said to add up to that is pre-eminently a matter for the trial judge."
The ingredients of deceit
"the Court of Appeal construed the language of representation (c) as they thought it should be construed according to the ordinary meaning of the words used, and having done so went on to hold that on the facts known to the defendants it was impossible that either of them could ever have believed the representation, as so construed, to be true. Their Lordships regard this as a wrong method of approach. The question is not whether the defendant in any given case honestly believed the representation to be true in the sense assigned to it by the court on an objective consideration of its truth or falsity, but whether he honestly believed the representation to be true in the sense in which he understood it albeit erroneously when it was made".
"In my opinion it would not be right in an action of deceit to give a plaintiff relief on the ground that a particular statement, according to the construction put on it by the Court, is false, when the plaintiff does not venture to swear that he understood the statement in the sense which the Court puts on it. If he did not, then, even if that construction may have been falsified by the facts, he was not deceived."
The appeal
"in the absence of some other identifiable error, such as (without attempting an exhaustive account) a material error of law, or the making of a critical finding of fact which has no basis in the evidence, or a demonstrable misunderstanding of relevant evidence, or a demonstrable failure to consider relevant evidence, an appellate court will interfere with the findings of fact made by a trial judge only if it is satisfied that his decision cannot reasonably be explained or justified".
"Without attempting to be comprehensive or prescriptive, not least because it has been said many times that what is required will depend on the nature of the case and that no universal template is possible, I would make four points which appear from the authorities and which are particularly relevant in this case. First, succinctness is as desirable in a judgment as it is in counsel's submissions, but short judgments must be careful judgments. Second, it is not necessary to deal expressly with every point, but a judge must say enough to show that care has been taken and that the evidence as a whole has been properly considered. Which points need to be dealt with and which can be omitted itself requires an exercise of judgment. Third, the best way to demonstrate the exercise of the necessary care is to make use of 'the building blocks of the reasoned judicial process' by identifying the issues which need to be decided, marshalling (however briefly and without needing to recite every point) the evidence which bears on those issues, and giving reasons why the principally relevant evidence is either accepted or rejected as unreliable. Fourth, and in particular, fairness requires that a judge should deal with apparently compelling evidence, where it exists, which is contrary to the conclusion which he proposes to reach and explain why he does not accept it."
Conclusion
Lord Justice Singh:
Lord Justice Nugee: