Gordiy vs Dorofejeva & Target Global Early Stage Fund II LP

This case involved a dispute between Iryna Gordiy and Jekaterina Dorofejeva, along with Target Global Early Stage Fund II LP, concerning a share sale agreement and subsequent FCA approval issues.

TLDR:

• Gordiy sought to amend her claim against Dorofejeva and serve it out of jurisdiction against Target Global.
• The case revolved around a share sale agreement and FCA approval.
• The court dismissed Gordiy's claims due to lack of realistic prospects of success.

Ms. Iryna Gordiy was the sole shareholder and director of Remeeta Ltd, a payment institution authorized by the FCA. She entered into a share sale agreement (SPA) with Finadvant Ltd, a company partially owned by Jekaterina Dorofejeva and Target Global Early Stage Fund II LP.

Under the SPA, Gordiy was to sell her shares in Remeeta for £650,000 in cash and additional shares in Finadvant. The completion of the SPA was conditional upon FCA approval, which required the submission of section 178 notices by the involved parties.

During the process, issues arose regarding the completeness of the section 178 notices and the involvement of Fintech BV, a company that acquired Finadvant. The FCA required additional notices and information, leading to complications in the approval process.

Gordiy alleged that Dorofejeva and Target Global acted dishonestly, leading her to believe that the SPA was on track while withholding crucial information about the completion of the Subscription Agreement with Fintech BV. She claimed that this resulted in the failure to obtain FCA approval and the collapse of the SPA.

The court examined the communications and documents between the parties, finding no realistic prospect of success for Gordiy's claims. It was determined that Gordiy was aware of the necessary steps and the status of the transactions, and that there was no coordinated plan by Dorofejeva and Target Global to mislead her.

The court concluded that the delays and issues in the approval process were not due to any intentional wrongdoing by the defendants. As a result, permission to amend the claim and serve it out of jurisdiction was refused, and the claim was dismissed.

This judgment highlights the complexities involved in share transactions and the importance of clear communication and compliance with regulatory requirements.

Legal representatives: Andrew Fulton KC and Howard Kennedy LLP (acting on a pro bono basis) for Ms Gordiy, Oliver Hyams (instructed by Madison Legal) for the First Defendant, Tim Matthewson (instructed by Alston & Bird (City) LLP) LLP) for the Second Defendant.

Judicial Panel: Mr. Justice Foxton

Case Citation Reference: [2024] EWHC 1273 (Comm)