Following a 10-week trial in Jinxin v Aser [2026] EWHC 765 (Comm) – one of The Lawyer’s Top 20 cases of 2025 – the Commercial Court has rejected complex, high value claims in deceit and unlawful means conspiracy, arising out of allegations of bribery and anti-competitive behaviour in the award of FIFA and Italian Serie A football media rights.
The proceedings had earlier given rise to important judgments on privilege ([2022] EWHC 2856 (Comm)) and split trials ([2022] EWHC 2431 (Comm)).
The claims arose from the $660m sale in 2016 of a 65% stake in the MPS Group, a sports media rights agency founded by Italian businessmen Riccardo Silva and Andrea Radrizzani, to a Chinese investment consortium. By 2018, the MPS Group had collapsed. The purchaser company Jinxin Inc subsequently brought claims in deceit against certain selling shareholders of the MPS Group, seeking rescission of the SPA or damages.
Jinxin alleged that these defendants had made fraudulent representations in the course of the sale as to the conduct of the MPS Group’s business. Jinxin alleged that this business in fact relied on extensive bribery, including of FIFA officials and of influential figures in Italian Serie A football, and on anti-competitive arrangements with competitors. Jinxin also alleged that the defendants had fraudulently inflated the MPS Group’s EBITDA forecasts to induce it to purchase its shares.
The trial took place before Robin Knowles J between June and October 2025, and included expert evidence in a number of disciplines including competition economics, Italian law, business forecasting and valuation. Expert evidence on Swiss and Irish law was dealt with in submissions, and the parties filed further written submissions in December 2025 following the hand-down of the landmark Privy Council judgment on reliance in Credit Suisse v Ivanishvili [2025] UKPC 53.
In his judgment handed down on 31 March 2026, Robin Knowles J dismissed Jinxin’s claims in deceit and unlawful means conspiracy. He held that most of the alleged representations had not been made; if they had been made, they would not have been false; and if they were false, they were not dishonestly made.
The judge further held that Jinxin had failed to establish its allegations of bribery, and insofar as the MPS Group’s dealings were capable of being anti-competitive, the defendants had honestly believed they were permissible.
The Judge considered that the MPS Group was overall an honest business. At [126], he accepted the Defendants’ submissions that:
“[Mr Silva] was working in an industry and at a time when relationships were key and competitors spoke to each other more than they might now, an industry where conflicts of interest may not have been managed with the care that they are in other industries and at other times.”
The Judge was also satisfied that the purchasers had not relied on the alleged representations. In acquiring its stake in MPS, Jinxin had not relied on any of the pleaded representations, but on the warranties negotiated in the course of the sale, and on a lower figure for EBITDA by reference to which it agreed to fix the consideration.
The case raises a number of points of general importance:
- Jinxin had argued (among other things) that by presenting documents containing financial information for the purpose of facilitating a sale, the defendants had made implied representations as to the honest, legal and lawful conduct of the business the documents described. Alleged representations of this nature would arise in very many corporate transactions, with wide-ranging ramifications. However, the Judge considered that representations of this nature did not arise on the facts of the sale of MPS, which included a number of disclaimers along with a no-reliance clause and specifically-negotiated contractual warranties in the SPA: [332]-[336]. Several of the pleaded representations were moreover overly broad: [270], [319]-[320].
- A number of cases have considered the position where representations were received by an agent of the claimant or a third party who has contributed to the decision-making process, but have not been passed on to the claimant itself. Here, the Judge considered that representations (if made) could in principle be received by Jinxin where they were received by Mr Zhang, an employee of Jinxin’s indirect shareholder Everbright Capital and a member of the project management team for the transaction: [253].
- Explaining why his criticisms of some of MPS’s dealings were not sufficient to permit Jinxin to prevail, the Judge observed at [341] that “to relax the precision of the law that holds sellers to account would produce uncertainty and instability, of wide-reaching effect in commercial life”. In doing so, he echoed other recent judicial warnings of the need to exercise caution in making findings of misrepresentation (eg SK Shipping v Capital VLCC [2022] EWCA Civ 231, [38], [48] (Males LJ)).
Simon Colton KC, Daniel Benedyk and Constantine Fraser
appeared for the Defendants, instructed by Enyo Law LLP.
Nathaniel Bird appeared for the Claimant, instructed by HSF Kramer LLP.