Segulah Medical Acceleration v Tripathi: implied representations and the threshold for contested amendments

The High Court has permitted Segulah Medical Acceleration AB to amend its deceit claim against Akhilesh Tripathi, following a ruling by Andrew de Mestre KC sitting as a Deputy Judge of the High Court in Segulah Medical Acceleration AB & Ors v Akhilesh Shailendra Tripathi & Anor [2026] EWHC 1002 (Ch). The judgement, handed down on 29 April 2026, addresses the extent to which implied representations can be inferred from express words in a commercial context — and when courts should decline to determine that question on a summary basis.

Background

The proceedings arise from investments in Signifier Medical Technologies Limited. Segulah alleged that it was induced to invest $5 million in the company's Series D fundraising round in July 2021, following a telephone call on 8 June 2021 in which Tripathi stated — in terms — that he would personally invest $1 million of "his own money" alongside other investors.

Segulah's proposed amendment argued that those words carried an implied representation: that the funds Tripathi intended to invest had been obtained legitimately and/or that he held indefeasible title to them. In fact, Segulah alleged, those funds were derived from the proceeds of earlier share sales tainted by his fraud, making them potentially subject to third-party claims.

The legal framework

The court confirmed that contested amendments are governed by the same test as summary judgement applications, requiring a real — not merely fanciful — prospect of success that carries some degree of conviction, per CNM Estates (Tolworth Tower) Ltd v Carvill-Biggs [2023].

On implied representations, the judgement applied the orthodox framework from Geest v Fyffes [1999] and IFE Fund SA v Goldman Sachs International [2007]: the question is what a reasonable person in the representee's position would have inferred was being implicitly conveyed by the representor's words and conduct in their context. Importantly, de Mestre KC reaffirmed that this is an objective inquiry — the subjective understanding of the witness, as recorded in evidence from Segulah's managing partner Roger Gunnarsson, was not determinative.

The court's reasoning

Tripathi argued that the phrase "his own money" did no more than indicate personal ownership, legally or beneficially, and that the implied representations had been reverse-engineered from Segulah's wider fraud allegations rather than arising naturally from the words used. He further contended that the two formulations pleaded — legitimacy of acquisition and indefeasibility of title — were vague, artificially constructed and, in any event, too nebulous to be attributed to a reasonable observer.

De Mestre KC acknowledged real force in these criticisms. He noted that the two implied representations were materially distinct from one another, that the "legitimate manner" formulation lacked precision, and that the "indefeasible title" formulation imported a legal concept unlikely to be within the contemplation of an objective observer. He also accepted that the representations appeared designed to occupy a narrow space between an express misrepresentation and a broader honesty representation — neither of which Segulah sought to advance.

Nonetheless, the court held that the interplay between the express words, the surrounding commercial context, and the prior dealings between the parties — including due diligence and earlier calls — meant that the making of the implied representations could not be ruled out without, in effect, conducting a mini-trial on the papers. That, the authorities made clear, was not appropriate.

Necessity or obviousness: a question deferred

Tripathi advanced a secondary argument that implied representations can only be found where a reasonable representee would regard them as either necessary or obvious — analogous to the requirements for implying terms into a contract under Marks and Spencer Plc v BNP Paribas [2016]. The court declined to resolve this at the amendment stage, noting that the point is complex, has not been definitively settled in the authorities, and is better determined following a trial at which factual findings can inform the legal analysis.

The amendment was allowed. The case will proceed to trial, where the scope and content of what was impliedly conveyed during the 8 June 2021 telephone call will fall to be determined on the full evidence.