JPP Law LLP is pleased to announce that it has successfully represented three non-executive directors in Garden House Software Limited v Marsh & Ors [2026] EWHC 2184 (Ch). Following a three-week trial, the High Court dismissed multiple fraud allegations against them. Consultant Solicitor Jodi Tierney led the defence strategy in this complex, long-running matter, securing an excellent outcome for the clients.
The proceedings concerned the transfer of intellectual property rights in ADYPT, a cloud-based post-trade processing software solution for financial institutions developed within the Serisys group. Garden House Software Limited, as assignee of causes of action acquired from the liquidators of Serisys Limited, alleged that the software had been developed by Serisys Limited and that the transfer of the associated intellectual property rights to a Hong Kong group company constituted a transaction at an undervalue. Mr Justice Fancourt handed down judgment in Garden House Software Ltd v Marsh & Ors [2026] EWHC 2184 (Ch) on 18 August 2026. The High Court made important findings on the claims against JPP’s clients, who were non-executive directors, while also making substantial findings against the remaining de jure defendants, including the Hong Kong entity.
The claimant advanced two alternative cases against JPP’s clients. First, it alleged that they were de facto directors who had breached duties owed to the company and its creditors. Alternatively, it alleged that, even if they were not directors, they had either joined with the de jure directors in an unlawful means conspiracy to injure the company and its creditors or had dishonestly assisted those directors’ breaches by approving the Assignment or allowing it to proceed despite knowing it was objectionable. The judgment records that these allegations were treated seriously: the court emphasised that dishonesty is a grave allegation against senior business people of good character and requires cogent evidence. The claims that JPP’s clients were de facto directors or were liable for conspiracy or dishonest assistance in relation to the Assignment of valuable software IP, were rejected. The court found no sufficient basis for dishonesty and no shared objective to place assets beyond creditors’ reach.
The findings against the other defendants were materially different. The judgment identified them as the prime movers of Serisys and the de jure directors centrally responsible for the Assignment. The court also made adverse credibility findings against them, describing aspects of their evidence as argumentative and finding that some explanations were dishonest or untrue, including in relation to the restructuring and protection of the IP. As against the Hong Kong company, the court found that it had received the Assignment of the company’s IP for consideration worth substantially less than the value of what was transferred: the one-year licence was worthless to the company, while the company’s IP was worth in the region of £2 million.
Overall, the case succeeded in establishing that the company owned valuable IP rights in the ADYPT software. The claims against JPP’s clients failed, but the court found that the other defendants were responsible for transferring valuable ADYPT IP for no consideration or value to the company while it was insolvent. The court also found that the de jure directors had breached duties owed to creditors by failing to consider their interests, obtain valuation or legal advice, or address how creditors would be paid. The judgment ordered the other defendants to pay the claimant £2.034 million. The judgment is available here: Garden House Software Limited v Marsh & Ors [2026] EWHC 2184 (Ch).
JPP Law LLP instructed Counsel Simon Mills and Samuel Lane of Radcliffe Chambers to represent the successful non-executive directors.
About Jodi Tierney
Jodi Tierney is a highly experienced commercial litigator who has acted for companies and individuals ranging from SMEs and owner-managed businesses to major UK and international household names. With over 30 years of experience in dispute resolution, she is recognised for delivering pragmatic, commercially focused advice and achieving successful outcomes in complex, high-value disputes.
Jodi began her legal career in 1995 with the national law firm Edge Ellison before moving to London to join a specialist factoring and invoice discounting practice. Following its merger with international law firm Hammonds (now Squire Patton Boggs), she remained with the firm for a further eight years, developing a market-leading reputation in commercial finance and dispute resolution. She subsequently became a Partner at the specialist litigation firm Francis Wilks & Jones LLP.
Throughout her career, Jodi has built an outstanding reputation for handling complex litigation, insolvency matters, and disputes involving commercial finance. Her ability to combine technical legal expertise with commercial insight has made her a trusted adviser to businesses, lenders, directors, insolvency practitioners, and high-net-worth individuals.
Areas of Expertise
- Commercial Litigation
- Contractual and Business Disputes
- Debt Recovery and Enforcement
- Factoring and Invoice Discounting Law
- Guarantees and Indemnities
- Mediation and Alternative Dispute Resolution
- Insolvency and Restructuring (Contentious and Non-Contentious)
- Director and Shareholder Disputes
Jodi has acted in a number of significant and high-profile disputes, including:
Notable Cases
- Successfully defending the former CEO of Madoff Securities International Limited in claims brought by the company’s liquidators arising from the collapse of the Madoff investment scandal.
- Successfully representing Principal Art S.L. in proceedings concerning the recovery of a valuable loaned artwork by internationally renowned Mexican artist Bosco Sodi that had not been returned.
- Acting for three non-executive directors in defending claims exceeding £10 million involving alleged breaches of directors’ duties, conspiracy to defraud, and the transfer of intellectual property at an alleged undervalue.
Jodi is particularly valued for her strategic approach to dispute resolution, her ability to manage complex litigation efficiently, and her determination to achieve the best possible commercial outcome for her clients. Whether acting in High Court litigation, insolvency proceedings or mediation, she combines technical excellence with practical, results-driven advice.
