Garden House Software Ltd v Marsh & Ors [2026] EWHC 314 (Ch)

Charlotte Pope-Williams (instructed by Kangs Solicitors) for the First, Second, Sixth and Seventh defendants.

Introduction

• The first, second, sixth and seventh defendants (“THD”) apply by notice dated 20 October 2026 for reverse summary judgment against the claimant on the ground that the claim has no real prospect of success, alternatively to strike out the claim on the grounds that it discloses no reasonable grounds for bringing it.

• The action is listed for trial for 12 days in a trial window commencing 27 April 2025. An application concerning extended disclosure is due to be heard on 23 or 24 February 2026 and a pre-trial review is listed for 10 March 2026.

The factual background

• These proceedings commenced on 23 December 2022. The claimant brings them as assignee from the liquidator of Serisys Ltd (“SL”). The following summary of the factual background derives from the claimant’s skeleton argument in opposition to this application.

a. Prior to its liquidation, SL was a software development company wholly owned by a Hong Kong company, Serisys Group Limited (“SGL”).

b. The first and second defendants were at all material times directors of SL. The third to fifth defendants were non-executive directors of SGL and the claimant alleges that they were de facto or shadow directors of SL at the material time. The sixth defendant is the wife of the first defendant and a lender to SGL.

c. The seventh defendant, Serisys Asset Holding Limited (SAHL) is a Hong Kong registered company wholly owned by SGL.

d. Serisys group companies, including SL, were engaged in developing software for use by financial services institutions called Adypt.

e. On 20 June 2016, the sixth defendant loaned SGL $500,000 (the Loan). THD contend that the Loan was secured by a charge (the 2016 Charge) in her favour granted by SGL over intellectual property belonging to SL (referred to in the amended particulars of claim as AdyptUK). It is common ground that the 2016 Charge was never registered at Companies House and that SGL did not own AdyptUK when it purportedly granted the 2016 Charge.

f. On or around 30 August 2017, SL assigned AdyptUK to SAHL for nil cash consideration (the Assignment). SL received a non-exclusive one-year licence to use the software. This was part of a broader transfer of Adypt intellectual property rights (IPR) to SAHL from other SGL subsidiaries. C alleges that the Assignment was approved by the first to fifth defendants in their capacities as directors of SL (de jure, de facto or shadow, as applicable) and that the value of AdyptUK at the time of the Assignment was around £3.2 million. The defendants say it had nil value. It is common ground that the value of SL’s IPR in the Software at the time of the Assignment is an issue requiring expert evidence.

g. The claimant alleges that SL was insolvent at the time of the Assignment, both on a cashflow and balance sheet basis. The defendants deny this.

h. On 27 March 2019, a winding up order was made in relation to SL on a petition presented by HMRC. On the same date, the first and second defendants caused SAHL to execute a charge over AdyptUK at Hong Kong Companies House in favour of the sixth defendant, which however was dated 1 March 2019 (the 2019 Charge).

i. As a result of the Assignment of AdyptUK, which the claimant says was improperly transferred for nil value, the claimant has brought various claims against the defendants, including (i) the claim that there was a transaction at an undervalue under s.238 Insolvency Act 1986 (IA 1986) and (ii) two separate claims that there was a transaction defrauding creditors under s.423 IA 1986, (together, the IA Claims); and claims for breaches of directors’ duties, dishonest assistance, unlawful means conspiracy, wrongful trading, preferential payments, unlawful loans and exemplary damages.

j. The claimant claims the following relief:

i. an order setting aside the Assignment;

ii. an order setting aside the 2019 Charge;

iii. an order that the seventh defendant assign AdyptUK and related Trade Marks to the claimant and/or an order that the Seventh defendant pays to the claimant £3.2 million or such other sum as the Court may determine as representing the value of AdyptUK at the time of the Assignment;

iv. an order pursuant to IA1986 s.238 and/or s.423 vesting AdyptUK in SL;

v. an order that the seventh defendant pay an amount equivalent to the value of AdyptUK at the date of the Assignment in the sum of £3.2 million or such other sum as the Court may determine;

vi. alternatively, an order that the seventh defendant pay an amount equivalent to the current value of AdyptUK;

vii. an order pursuant to IA 1986 s.214 that the first to fifth defendants and each of them pay the sum of £1.2 million or such other sum as the Court may determine against each of them;

viii. pursuant to IA1986 s.238 an order that the first defendant pay the sum of £105,790 alternatively £85,790;

ix. alternatively, an order pursuant to CA2006 s.213 that the first to fifth defendants and/or each of them pay the sum of £105,790 or £85,790;

x. against the first, second, third, fourth and fifth defendants, equitable compensation for breach of duty;

xi. against the seventh defendant equitable compensation for dishonest assistance;

xii. against the first, second, third, fourth and fifth defendants and seventh defendant, damages for unlawful means conspiracy;

xiii. against the first, second, third, fourth and fifth defendants, an order for payment of the sum of £1.1 million in respect of SL’s wrongful and/or fraudulent trading;

xiv. against the first and second defendants, payment of the sum of £85,790, in respect of the preferential payments;

xv. against the first to fifth defendants, exemplary damages of £6.25m or such other sum as the Court thinks fit;

xvi. interest;

xvii. further or other relief;

xviii. costs.

k. All the claims are denied.

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