Kate Gee and Oliver Steeple discuss the case of Jinxin Inc v Auletta & Ors [2026] EWHC 765 (Comm), in Global Relay Intelligence & Practice

Following a 40-day trial during 2025, Mr Justice Knowles delivered a judgment on 31st March 2026, dismissing one of the largest ever M&A civil fraud claims to reach the English Commercial Court.

In the case of Jinxin Inc v Auletta & Ors [2026] EWHC 765 (Comm), he rejected Jinxin’s claims totalling $715m, for deceit and unlawful means conspiracy, which arose from alleged historic bribery and misconduct prior to Jinxin’s acquisition of the MPS Group.

The judgment sends a powerful message about the limits of deceit in heavily negotiated M&A transactions and the high threshold for these types of claims.

Jinxin’s claim

The case originated from Jinxin's acquisition of a 65% stake in the London-based MP & Silva (MPS) Group. Jinxin was owned by Chinese corporations Baofeng and Everbright. MPS was a sports broadcast and media rights group which held valuable broadcast rights. Pre-acquisition, MPS engaged advisers to provide due diligence documents about its financial and legal position but only two years post-acquisition, Jinxin lost its investment when MPS collapsed.

Jinxin's main claim was in deceit against the sellers, alleging that false and fraudulent representations – including as to inflated EBITDA – had been made to achieve the sale. Jinxin also alleged that it had learned post-acquisition that MPS's business was built upon unlawful and illegal business practices, and that its media rights to key football tournaments (including the Italian Serie A football league and FIFA World Cup) had been procured by corrupt payments to key decision-makers.

In claims of deceit, the claimant must prove that the defendant made a representation of fact or law which is false and not believed by the maker to be true, with the intention that it is to be believed and causes the claimant to believe that it is true. The claimant must also have suffered loss as a result.

The Jinxin claims were premised on sixteen representations – seven express and nine implied – under four categories: Business Practices, Serie A, Investigation, and EBITDA. Jinxin argued that the claims were false and known to be false by the representors. Jinxin also brought claims for unlawful means conspiracy against certain of the vendors, and sought to rescind the share purchase agreement or damages.

The Commercial Court considered these representations and the business practices of MPS, including the alleged bribery and corruption. In addition, the court examined MPS’ retention of the Italian Serie A football media rights, a criminal investigation into a defendant, and the accuracy of the EBITDA forecasts outlined in the due diligence documents.

Knowles J concluded that, although some aspects of MPS's operations may not have been conducted according to what is normally expected in modern business practice, the representations were either not made in the alleged form, or if they were, they were neither false nor known to be false by the representors. Jinxin’s claims were therefore dismissed.

Legal principles

In reaching his judgment, the legal principles upon which Knowle J primarily relied were set out in Credit Suisse Life (Bermuda) Ltd v Bidzina Ivanishvili and Others [2025] UKPC.

In this case, the Privy Council addressed misrepresentation and non-disclosure. Delivering the court’s unanimous judgment, Lord Leggatt rejected the idea that awareness is the bridge between representation and reliance because a representation may operate by subconsciously informing an individual’s actions, and preferred instead a consideration of a defendant's active influence on a claimant's awareness or understanding. It also rejected any distinction between acting on a representation and acting on an assumption.

In cases involving implied representation, claimants have increasingly been required to prove that they were consciously aware that a representation was made. Here, the Privy Council held that conscious awareness is not necessary to establish a claim in deceit.

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. Although both elements require the representation to impact on the claimant’s mind, neither requires the claimant to be consciously aware of the representation at the point when they act on it.

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

Key takeaways

This judgment reinforces the position that contractual risk allocation, robust negotiation process, and exchange of due diligence materials is the proper way in which buyers must protect themselves and ensure that they fully understand what they are purchasing.

It also provides important lessons, both for M&A practitioners who negotiate transactions, and for disputes lawyers who advise on disputes arising from unsuccessful corporate transactions. In particular, it confirms that the court will account for reliance on disclaimers and vendor due diligence reports, that non-reliance clauses can work, that a mistaken – but not dishonest – representation is not necessarily deceitful. These cases are inevitably highly fact-specific.

In the judgment, Knowles J commented that Jinxin "did not understand" what it was buying, and further that the business's fragility and dependence on key personnel and relationships were inherent risks, not the product of fraud or deception. Today’s legal framework may be grounded in promoting transparency, disclosure, and balance between parties, but buyers still need to beware and take appropriate advice, especially in heavily negotiated, high value commercial transactions.

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