Specialists International
This Knowledge Check tests your understanding of the decision of the Technology and Construction Court in Lexana Finance Limited v Jason Andrew Francis [2026] EWHC 611 (TCC). The court had to decide whether a seller of a software company had any real prospect of defending warranty claims by relying on the words 'so far as the Seller is aware', and whether a GBP 1 liability cap fell away for recklessness. The judgment matters to anyone negotiating share purchase warranties or contemplating summary judgment where fraud is alleged.
Under a share purchase agreement dated 13 July 2023, Mr Francis sold the entire shareholding in his fleet and asset management software company, Jaama Ltd, to Lexana for GBP 50 million in cash. The company's development licence did not cover supplying software to hosted customers, no customer-hosting licences were obtained, and the breach was not disclosed, putting the seller in breach of two warranties. Lexana applied for summary judgment on liability, contending that the breaches left the business with no more than nominal value. His Honour Judge Stephen Davies heard the application in Manchester on 27 January 2026.
The judgment applies the summary judgment principles drawn from Easyair Ltd v Opal Telecom Ltd and Swain v Hillman as collected in Lex Foundation v Citibank NA, the objective reading of deemed-knowledge clauses in Triumph Controls v Primus International, and Lord Herschell's statement of the elements of fraud in Derry v Peek. The application for summary judgment was dismissed on both issues.
- The share purchase agreement, the parties and the GBP 50 million consideration
- The software licensing failure underlying the warranty claims
- The two warranties and the awareness qualification
- The clause 5.3 deeming provision and the enquiries it posits
- The GBP 1 cap and its fraud, concealment and dishonesty exceptions
- The written evidence a defendant may rely on at summary judgment
- The summary judgment principles and the caution where fraud is alleged
- The Derry v Peek elements of fraud and the reach of recklessness
- The fact-sensitive questions the court refused to prejudge
- Why the deeming clause could not be used to deem fraud