Kate Gee and Oliver Steeple discuss the case of Jinxin Inc v Auletta & Ors [2026] EWHC 765 (Comm), in the Law Society Gazette

Following a lengthy trial last year, judgment in the case of Jinxin Inc v Auletta & Ors [2026] EWHC 765 (Comm) was delivered by Mr Justice Knowles on 31 March 2026.

In dismissing one of the largest M&A civil fraud claims that had ever reached the English Commercial Court, he rejected Jinxin’s claims for deceit and unlawful means conspiracy.

The judgment delivers a powerful message about the limits of deceit in complex, heavily-negotiated M&A transactions and the high threshold that applies in such claims.

Jinxin’s $715m claim

Owned by Chinese corporations Baofeng and Everbright, Jinxin acquired a 65% stake in the London-based MP & Silva Group (“MPS”), a sports broadcast and media rights group which held valuable broadcast rights, in 2016. The case originated from alleged historic bribery and misconduct prior to Jinxin’s acquisition.

Pre-acquisition, MPS had engaged professional advisers to provide due diligence documents which detailed the company’s financial and legal position. Subsequently, only two years post-acquisition, the MPS Group collapsed and Jinxin lost its investment.

Alleging that false and fraudulent representations – including inflated EBITDA – had been made to achieve the sale, Jinxin's principal claim was in deceit against the sellers.

It was further alleged that, post-acquisition, Jinxin had learned that the MPS business engaged in unlawful and illegal business practices, and that its media rights to major football tournaments (including the Italian Serie A football league and the FIFA World Cup) were procured through corrupt payments made to key decision-makers.

Claims of deceit require the claimant to prove that the defendant made a representation, either of fact or law, which is false and not believed by the maker to be true, with the intention that it will be believed and causes the claimant to believe that it is true. As a consequence of the deceit, the claimant must also have suffered financial loss.

Jinxin's claims were premised on sixteen separate representations – seven express and nine implied – under four different categories: Business Practices, Serie A, Investigation, and EBITDA. Jinxin argued that the claims were false and that the representors knew them to be false.

Further claims were brought for unlawful means conspiracy against certain vendors, and Jinxin also sought to rescind the share purchase agreement. The total value of all Jinxin’s claims was $715 million.

The assorted representations and MPS’s business practices were considered by the Commercial Court, including alleged bribery and corruption. The court also examined MPS’s successful retention of the Italian Serie A football media rights, the scope of a criminal investigation undertaken into one of the defendants, and the accuracy of EBITDA forecasts that were detailed by the due diligence documents.

In his judgment, Knowles J concluded that, despite some aspects of MPS's operations which may not have been conducted according to normal business practice, the representations were either not made in the alleged form, or if they were, they were neither false nor did the representors know them to be false. He therefore dismissed Jinxin’s claims.

Legal principles

The legal principles upon which Knowles J primarily relied in considering his judgment were set out in Credit Suisse Life (Bermuda) Ltd v Bidzina Ivanishvili and Others [2025] UKPC, where the Privy Council addressed misrepresentation and non-disclosure. Lord Leggatt delivered the court’s unanimous judgment.

In cases that involve implied representation, courts have increasingly required claimants to prove that they were consciously aware that a representation was made. To establish a claim in deceit, the Privy Council held that conscious awareness is unnecessary, recognising that a representation may operate by subconsciously informing an individual’s actions. The court also rejected the argument that there was any distinction existed between acting on a representation and acting on an assumption.

On reliance, it was held that: (i) the representation must cause the claimant to hold a false belief; and (ii) the claimant must act on that false belief to their detriment. Both elements require the representation to have an impact on the claimant’s mind, but neither requires the claimant to be consciously aware of the representation at the point at which they act on it.

In the Jinxin case, Knowles J found that the claimant did not reach the relevant thresholds. He concluded that: they did not understand MPS’s business; they could have requested more information during negotiations; and they could have sought more extensive warranties and representations.

Key takeaways

This judgment reinforces the argument that best commercial practice should be applied when negotiating a transaction, including appropriate contractual risk allocation and thorough exchange of due diligence materials to ensure parties protect themselves and fully understand what they are buying.

For corporate lawyers who negotiate and document transactions, and for disputes lawyers who advise on disputes arising from unsuccessful transactions, there are also important lessons. Notably, the judgment confirms that: the court will account for reliance on disclaimers and vendor due diligence reports; non-reliance clauses can work; and a mistaken – but not dishonest – representation is not necessarily deceitful. Inevitably, every such case will turn on the specific facts.

Jinxin "did not understand" what it was buying, commented Knowles J in his judgment. He further observed that the business’s fragility and dependence on key personnel and particular relationships were inherent risks, not the product of fraud or deception.

Today’s legal framework may seek to promote transparency, disclosure, and balance between parties, but wary buyers still need to take appropriate advice – particularly in high-value commercial transactions that are heavily negotiated.

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