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He was then chief executive of the Horsemen's Group, which represents the common interests of five professional associations connected with horse racing, until the end of , when he retired.

Having been a very busy chief executive with a number of complex operational responsibilities, Mr Morcombe frankly concedes in his witness statement that he is sometimes unable to remember the details of particular meetings or documents, especially as the events in question took place several years ago.

He therefore attempts in his statement to distinguish between matters which he can recall unprompted, and his reconstruction of what he thinks he would probably have said or done in cases where he has no direct recollection.

Mr Morcombe was criticised for this by Mr Weatherill, but in my view the criticism was unfair. Mr Morcombe was open about his inability to remember many details, and in cases where he could not remember reconstruction was the only alternative available to him, short of refraining from comment altogether.

I do, however, accept that I need to be alert to the difference between Mr Morcombe's positive recollections and his reconstructions, and I acknowledge that the latter are likely to carry less weight than the former.

Near the beginning of his statement, Mr Morcombe gives a brief description of the Alphameric group and its business which was substantially unchallenged, and which it is convenient to reproduce: "7.

Alphameric Plc was the holding company of the Alphameric Group, which comprised two businesses, Leisure and Hospitality. The Leisure business supplied proprietary bet settling systems and display systems to [LBOs] the Leisure Business was operated through Alphameric.

Alphameric was the market leader in the provision of bet settling and display systems to LBOs, delivering its first product to Coral in It sold two different bet settling systems.

The first, marketed as "SCS" or "Slip Capture System", was used by smaller and medium sized bookmakers and the second, referred to as EPOS, was more sophisticated and included a terminal device marketed as "iTerm", and was used by larger bookmakers.

In addition, Alphameric marketed and sold a display system referred to as [ALBOS] that displayed on television screens all betting opportunities being offered to punters and live television pictures within the [LBOs] utilising the Alphameric systems.

All of the systems were integrated to the extent that they utilised a common data feed. The products were established on various hardware platforms that were frequently updated but in all cases utilised Alphameric's proprietary software.

It was common for the hardware platforms to be built after receipt of a customer order and prior to delivery, in order to take advantage of the latest and most cost effective hardware platforms available.

In the case of major customers, like Ladbrokes, William Hills and Coral, if the customers wanted to ensure that their hardware platforms were identical into the future they would purchase sufficient items of hardware for their rollout needs at the time of the original order, and these would be stored by Alphameric to be called off by the customer at a future date.

Whilst Alphameric's systems utilised proprietary software, the hardware platforms utilised industry standard PC hardware and Microsoft operating software.

Mr Morcombe was cross-examined by Mr Weatherill for the best part of two and a half days, so I had ample opportunity to observe him giving evidence.

In general, I found him to be an impressive witness. He remained courteous and patient at all times, despite the repetitive nature of some of Mr Weatherill's questions, and I am confident that he was doing his best to assist the court.

It was put to him by Mr Weatherill on various occasions that he was dissembling, or being evasive, but I do not accept those criticisms.

Given his frequent lack of direct recollection, he was understandably cautious about the answers which he gave relating to events which had taken place between and He was also often asked about events or documents before he had been taken to the relevant material and given an opportunity to refresh his memory.

Here again, it is unsurprising if his answers were careful and non-committal. His evidence was in general calm, measured and thoughtful, and it is to his credit that he did not pretend to remember more than he actually did.

He was also commendably willing to accept as I have already noted that the MBE was technically viable and had real commercial potential.

Nevertheless, there were a few occasions when Mr Morcombe's lack of direct recollection led him to reconstruct events in an unduly partisan and inaccurate manner.

In particular, I am satisfied that the account given in his written statement of Matchbet's initial involvement with Alphameric was in some material respects unbalanced and unfair to Matchbet: see paragraphs to below.

At the relevant time, Ladbrokes' retail business unit was primarily concerned with the company's LBOs rather than its online initiatives.

Mr Lindsey's written evidence after excision of a paragraph of opinion evidence, which I ruled inadmissible was mainly devoted to a presentation by Matchbet of the MBE to the retail board of Ladbrokes in January , and an explanation of why Ladbrokes eventually decided not to proceed with Matchbet.

Both sides agree, and I accept, that Mr Lindsey was a completely honest and reliable witness. He initially held that post in the Hospitality Division, but with effect from January he took over responsibility for the Leisure Division as well, following a reorganisation by Alphameric of the two divisions.

As in the case of Mr Lindsey, both sides agree, and I accept, that Mr Addario was an honest witness who did his best to assist the court.

It is worth mentioning in this context that Mr Addario has no continuing relationship with Alphameric, having left the company several years ago.

He attended his first meeting with Matchbet in about April or May , but was more heavily involved with Matchbet from about February until his secondment to AMRAC at the end of that year.

At that stage Mr Sutton's effective involvement with Matchbet came to an end. Mr Siers described Mr Sutton's role in Alphameric as being that of "a technical guru".

Mr Sutton bridled at this description when it was put to him in cross-examination by Mr Pickering, and said that it was "fundamentally incorrect".

He emphasised that he had commercial experience to match his technical expertise, and said he had negotiated a large number of commercial contracts on Alphameric's behalf.

Consistently with this, he had been given responsibility for running development in the Leisure Division in January , although on the basis that this would be a temporary appointment until a more appropriate candidate was found.

The impression which I gained of Mr Sutton when giving evidence was that he is a rather prickly character and not always the easiest of colleagues.

He accepted in cross-examination that when he was replaced by Mr Addario "there were certainly people in Alphameric who were very keen for me not to be there".

Mr Sutton also has a sceptical, and at times pessimistic, cast of mind. He described himself in cross-examination as a man of few words, with the ability to see problems where no one else sees them.

He said he was notoriously a "glass half empty" man, in contrast to Mr Siers for whom the glass is always half full.

Perhaps for this reason, Mr Sutton was always doubtful about both the technical and the commercial merits of the MBE.

In their written closing submissions, counsel for Matchbet submitted that in one passage of his cross-examination Mr Sutton had invented the existence of a fictitious email in a clumsy attempt to assist Alphameric's case, and that this undermined his credibility generally.

The incident in question concerned the MBE's functional specification, which according to Dr Seifert was signed off by Alphameric on 5 October after an amended copy of it had been supplied to Mr Poirier.

When this was put to Mr Sutton, he said he had not been involved in this at all, and Mr Poirier had signed off the specification without contacting him or any of the technical staff at Alphameric.

Mr Sutton said he thought he had become aware of this in the last week in November, and had been shocked. He then wrote to Mr Morcombe on 7 December, expressing his dismay that the documents had been signed off without his sight or approval, and saying that "this would come back to haunt us".

No letter or email in those terms has been disclosed, whether dated 7 December or around that time.

Nor is there any reference to it in other documents. It is therefore likely, in my view, that Mr Sutton's recollection was mistaken.

It is also strange that he claimed to remember the precise date of his communication to Mr Morcombe, especially as he would by then have moved to AMRAC.

Possibly he was mis-remembering the content of an email which he had sent to Alphameric's general counsel, James Soulsby, and copied to Mr Morcombe, on 7 November In any case, although he was in my view probably mistaken, I do not believe that Mr Sutton fabricated this evidence.

I accept that he was shocked when he discovered that Mr Poirier had signed off the specification without reference to himself, and I believe that he either complained, or intended to complain, about this to Mr Morcombe.

The complaint may have been made orally, or an intended email may never have been sent. The episode shows that Mr Sutton's evidence is not always wholly reliable, but I would acquit him of attempting to mislead the court.

Mr Sutton's witness statement was served on 21 February , only three weeks before the start of the trial, in response to the second statement of Dr Seifert.

Its main purpose was to address the technical and commercial issues involved in marketing new products to LBOs.

I found Mr Sutton's evidence on these factual questions to be clear and generally convincing, although I bear in mind that he is still employed by AMRAC and is therefore not an independent witness.

I agree with counsel for Matchbet that I should disregard the hearsay evidence of Mr Hart. It is impossible to make a fair evaluation of what he said in his email of 19 September to Mr Dibb without any knowledge of its context or of the questions put to him in the prior conversation which the email was intended to confirm.

Nor has any explanation been provided of why Mr Hart could not be called to give evidence, if necessary under a witness summons.

In the circumstances, I am unable to gain any assistance from his evidence; and I note that, sensibly, no reference was made to it by counsel for Alphameric in their closing submissions.

Matchbet's initial business aim, before Alphameric appeared on the scene, was to compete directly with existing betting exchanges and "aggressively take market share from [them]": see paragraph 4 of Mr Ireland's draft business plan for VBX.

This would clearly have been a considerable challenge, as Mr Ireland went on to explain when commenting on the "difficulties facing other smaller players".

Matchbet's answer to this problem lay in its supposed ability to generate superior liquidity. In January Matchbet approached Investec as a possible source of funding.

An initial presentation was made, and on 10 February Investec said they liked the concept enough to take it to the next stage, which "should include an emphasis on the business plan and financial outlook".

If we understood your thinking, such a service would be based on your existing real time data services to the industry, and use VIRTEX in "finite risk mode", i.

We would be most interested in either of these arrangements ". According to Dr Seifert, Mr Smith had said at the meeting that Alphameric were very keen to invest in new services and products, that Alphameric's market value was million, and that they had made 6 million in the last year.

A further possible attraction of proceeding with Alphameric was that Investec were Alphameric's financial advisers and brokers.

In his covering email he posed a number of questions, including the following: "Do we know that the bookmakers will want to put an exchange product in their shops which directly competes with their fixed odds sports book?

This seems like a bit of a red herring to me the reason FOBT [Fixed Odds Betting Terminals] have worked so well is that they are simple games that fill the minutes of boredom between races for the unsophisticated punter who still spends his time in the traditional betting shop.

These people are unlikely to be tech savvy enough to operate a betting exchange product from a touch screen in store Or is this where the Alphameric discussion comes in?

Around the same time Matchbet scored an initial success. An online bookmaker, Blue Square, agreed to pay 29, for a pilot of Matchbet's online exchange.

However, the pilot was evidently not a success. On 1 August Blue Square reported to Dr Seifert that "not many of our guys actually tried to place bets and those who did found it difficult and not straightforward.

Those who did not got confused by the interface". Mr McLaren was a director of Alphameric Plc. This was probably the first occasion on which Dr Seifert and Mr Morcombe met.

In his statement Mr Morcombe says that he was first introduced to Dr Seifert by Rodney Hornstein, the then chairman of Alphameric Plc, who shared an interest in real tennis with Dr Seifert.

I think Mr Morcombe was mistaken in this recollection, because the documents show that Dr Seifert met and played real tennis with Mr Hornstein on 2 November , in a context which strongly suggests that they had not previously met, and still less that Mr Hornstein had introduced him to Mr Morcombe earlier in the year.

Dr Seifert described the meeting on 16 March as "most successful" in an email which he sent to Mr Ireland later the same day.

In his covering email, he said that Matchbet was "in a number of investment discussions with institutional investors", and continued: "As you know, we attach great significance to the synergies that we believe could flow from a business relationship with Alphameric and hence would have a clear preference to an investment that would go hand in hand with collaboration along the lines we have discussed with you.

The enclosed business plan was a substantial document, running to 64 pages and appendices. In reply, Dr Seifert promised to provide him with worked examples.

On 15 April Dr Seifert updated Alphameric on matters relevant to Alphameric's potential equity participation in Matchbet and the potential commercial collaboration between the two companies.

He said Matchbet "would very much welcome your investment, but from our viewpoint it is the commercial collaboration that is crucial". Mr Siers said that they wanted "to look at the system from a practical and technical perspective, and what it can do".

A meeting was then arranged for 26 April at Alphameric's offices. At the meeting Mr Siers was impressed, and Dr Seifert was able to answer his questions to his satisfaction.

A further meeting was arranged for 12 May. This was a technical meeting, and again Dr Seifert's impression was that it went well. Mr Siers remained enthusiastic, and said there was scope for a very profitable enterprise if the Matchbet system could be delivered to Alphameric's customers through Alphameric's systems.

There was further discussion of commercial co-operation along these lines at a meeting on 23 June between Dr Seifert, Mr Siers and Mr Morcombe.

According to Dr Seifert's recollection, which both Mr Siers and Mr Morcombe were prepared to accept as substantially accurate, the discussion envisaged that Matchbet would develop the system to a stage where it could be connected to Alphameric's own systems for LBOs, and Alphameric would then market the service to its LBO customers over the next year.

Alphameric also made it clear that they wanted to have an exclusive licence to market and use the developed system. The meeting on 23 June had been joined, at Alphameric's suggestion, by representatives from Investec, and on 24 June Dr Seifert emailed Matchbet's latest financial statements to David Currie of Investec.

He commented that if Alphameric and Matchbet were to "join forces to bring the exchange to the offline betting world, this will add another, potentially huge component, which is not reflected in the business plan or projections".

He said it was proposed to value Matchbet's current share capital at 6 million. The basis of this proposed valuation is obscure to me, and in view of Matchbet's recurrent financial difficulties I suspect it was over-optimistic.

On 11 July Mr Siers sent an initial draft of possible heads of terms to Dr Seifert, who responded on 14 July with detailed amendments.

He suggested an early meeting "to take stock and move forward". He added: "If you wish to invest, then it would be useful to know this as soon as possible, and to understand whether Investec have endorsed our valuation.

We are convinced that, joining forces, we can indeed bring about a revolution in the betting market, and we look forward to working with you to this end.

Negotiations on the draft heads of terms continued throughout July and August , but there was a set-back for Matchbet when Investec made it clear that they were not interested in investing in Matchbet at that stage.

On 23 August Mr Cottrell emailed Dr Seifert saying: "I have spoken to Alan [Morcombe] and made it clear that we are not interested in investing [in Matchbet] with Alphameric at this stage and that we needed further proof of concept before doing so.

Dr Seifert put a characteristically optimistic and inaccurate gloss on this disappointing news by saying in an email to Mr Siers later the same day: "At this stage in time we have agreed with Investec that we shall not enter into an investment agreement with them, but will keep them informed of the progress of our pilot.

Alphameric were not deterred by Investec's decision from continuing to negotiate with Matchbet, but as Mr Siers had said in an email to Dr Seifert on 23 August the decision was "not something we can ignore".

Mr Siers also emphasised that all of their discussions were subject to board approval. For its part, Matchbet was anxious to follow up other possible leads.

A first meeting with Finsoft Alphameric's main competitor was arranged for 26 August , and in September Dr Seifert made an initial presentation to Boylesports in Ireland.

By the beginning of October , however, Matchbet was in a desperate financial plight. He said, among other things, that the funding which Mr Ireland had been confident he could easily raise from external investors had "turned out to be totally illusory", and that there was a desperate need to find 20, over the next week, with another 20, by the end of the month "to be reasonably solvent".

On 8 November Mr Siers sent Dr Seifert a proposal for further discussion, subject to contract and subject to Alphameric board approval. The proposal was for Alphameric to invest , in Matchbet by way of convertible loan stock, to be issued in five tranches against milestones to be formulated by Matchbet.

This proposal was the germ of what subsequently became the Heads of Terms, and following further discussions Mr Morcombe on 12 December sent Dr Seifert draft Heads of Terms which had been prepared by Mr Soulsby.

The draft was then the subject of further discussion and amendment in the usual way, before the Heads of Terms were signed on 23 December by Dr Seifert on behalf of Matchbet.

I have already provided a brief summary of the Heads of Terms in paragraph 6 above. I must now refer to them in more detail, because Matchbet submits that they are both relevant and admissible in construing the SDLA.

Before I do so, however, there is one general point which it is convenient to dispose of at this stage. In his written evidence, Mr Morcombe paints a disparaging picture of the proposals which Matchbet initially put to Alphameric.

He says his initial impression was that the product being promoted by Matchbet was "similar in operation to Betfair"; that it would only support sports betting and not horse racing; that it could be accessed only via the internet; and that it had little chance of success, because Betfair were already established operators in the marketplace and Matchbet was under-funded.

He says he recommended that Alphameric should not invest in the Matchbet proposition as proposed by Dr Seifert, but the situation then changed when Alphameric approached Dr Seifert with a different proposition "that had been brainstormed inside Alphameric by our new business development personnel and other like-minded individuals".

He says the idea for this solution was Alphameric's, and it "was a completely different proposition to the one offered by Dr Seifert to Alphameric".

Mr Morcombe was cross-examined effectively by Mr Weatherill on this version of events, which I am satisfied does not correspond with reality.

The inference which I draw from the documents, and from the substantially unchallenged evidence of Dr Seifert and Mr Siers, is that the proposed marriage between Matchbet's original concept and Alphameric's LBO technology was first suggested by Phil Smith on 31 January and then evolved in the course of discussions between the two companies.

Mr Morcombe was not much involved in the detail of those discussions, and I do not accept that he ever recommended that Alphameric should not invest in the proposition first put forward by Dr Seifert a recommendation for which Mr Morcombe was unable to point to any documentary evidence.

Nor do I accept that the proposal was the fruit of a brainstorming exercise within Alphameric. I am sure Mr Morcombe did not intend to misrepresent the position in his evidence, and in cross-examination he was ready to concede that his memory may have been at fault in various respects.

Nevertheless, I think the episode does betray an undue readiness on his part to belittle Matchbet and its proposed product, and a lack of objectivity probably engendered by the subsequent history of the dispute as he saw it.

D These heads of terms are not exhaustive and are not, and are not intended to be, legally binding between Alphameric and Matchbet except as expressly set out in this letter.

It is agreed as follows: [Paragraphs 1 to 3 dealt with the proposed loan of , bearing interest at 7. The parties shall use reasonable endeavours within the period of exclusivity referred to in paragraph 9 below, to negotiate and enter into [the Development Agreement].

The Specifications shall be signed off by the parties in accordance with the Development Agreement. Following acceptance by Alphameric of the software developed by Matchbet under the Development Agreement, Alphameric shall progress to roll out as referred to in paragraph 5 below and in accordance with the Development Agreement.

Upon successful completion of those Integration Tests, Alphameric shall market and roll out the AlphaMatch platform to enable its customers to connect to the [MBE], owned and run by Matchbet, and its associates, in accordance with the Project Plan and the Development Agreement.

It is intended that such terms will be set out in the Development Agreement. It is apparent from the Heads of Terms that Alphameric was only prepared to invest in Matchbet by way of a convertible loan, to be drawn down in instalments linked to the achievement by Matchbet of milestones yet to be specified.

Alphameric was not prepared to take an immediate equity stake in Matchbet, although that is what Matchbet would ideally have preferred.

Furthermore, the initial loan instalment of 50, which was in fact not paid until 4 January was only made available by Alphameric in return for the immediate grant by Matchbet to Alphameric of a perpetual, exclusive and worldwide contractual licence to market the MBE when it had been developed to operators of LBOs.

The terms of the licence in paragraph 7 did not impose any obligation on Alphameric to market the MBE to LBOs, even though the exclusive nature of the licence subject to a limited exception contained in paragraph 7.

By contrast, paragraph 7. Paragraph 5. For what it is worth, the words "shall market and roll out" in paragraph 5. Unlike clause 7, however, the provisions of clause 5 were not contractually binding.

That is made clear beyond any possibility of doubt by recital D. I conclude, therefore, that although Matchbet had committed itself irrevocably to the grant of the licence contained in clause 7, the question whether Alphameric would ever come under an obligation to market and roll out the MBE to LBOs, although contemplated by the parties, was deliberately left open.

Consistently with the Heads of Terms, Matchbet remained at liberty to develop and market its online betting exchange business.

So, for example, the discussions between Matchbet and Boylesports, which had begun in September , continued into before petering out in the light of unresolved concerns raised by Mr O'Mahony.

Meanwhile, negotiations between Alphameric and Matchbet continued in the early months of There were also further discussions between Matchbet and Investec, but again it turned out that Investec was unwilling to provide funding at such an early stage in the development of the MBE.

Investec spelt out its position in an email sent by Mr Cottrell to Dr Seifert on 8 March "A firm letter of support is not something I am able to deliver at this stage.

I re-iterate continued interest from us, and that is, I hope, evident from the amount of time we have spent on this project and the conversations we have had, but I know that the position of our investment committee is and will remain that we will be interested in funding Matchbet at a "revenue roll out" stage rather than in the "technology roll out" stage.

By revenue, I mean trading or exchange revenue rather than fees that may be earned through founder members pre-trading.

We are not in a position to adequately assess the technological risks in getting to "revenue roll out" and hence we would like to see that being funded by founder members of the exchange and other interested parties, like Alphameric, who can participate.

I hope this clarifies the position and please remain in contact. Shortly afterwards, Mr Morcombe was appointed to the board of Matchbet. On 15 March Mr Morcombe emailed Dr Seifert expressing pleasure at his appointment and saying he looked forward to attending the next board meeting.

Mr Soulsby was also the group commercial director at this date, and it was in fact he who signed the SDLA on Alphameric's behalf.

The in-house lawyer principally concerned with the drafting was the group solicitor, Mark Heather. For its part, Matchbet could not afford to pay for a commercial lawyer, but Dr Seifert obtained some help from a trainee solicitor, Madelene Holdsworth, who had previously worked for him part time when she was a student.

At a later stage, Matchbet also instructed a solicitor, Mr Izaz Ali. The main body of the SDLA runs to 38 clauses and some 30 pages of small type.

There are nine schedules, not all of which were used. The only parties to it were Matchbet and Alphameric. It is convenient to begin with the entire agreement clause: "31 Entire Agreement It is thus clear that the provisions of the SDLA superseded those of the Heads of Terms, including those which had contractual force.

The parties could hardly have made it more clear that their contractual relationship was thenceforth to be governed by the terms of the SDLA alone.

There is only one recital to the SDLA, headed "Background": "Matchbet has agreed to develop certain computer programs for the purpose of providing a betting exchange service, to enable Alphameric to develop the necessary interfaces to enable Alphameric's products to operate in conjunction with the betting exchange service, and to appoint Alphameric as its exclusive distributor of access to the betting exchange service from retail bookmaking outlets and to provide the other services described in this Agreement upon the terms and conditions contained in this Agreement.

Clause 1. By clause 2. Clause 4. The Service had to comply with the Functional Specification created as part of Stage 1, and to satisfy specified performance criteria.

Clause 5 provided that, in consideration for the performance by Matchbet of its obligations under the SDLA, Alphameric would pay the , Loan Payment to Matchbet in the manner, and at the times, specified in Schedule 3.

It was further agreed that Matchbet would immediately issue to Alphameric a Loan Note in respect of the first instalment of 50, which had already been paid pursuant to the Heads of Terms , and that further Loan Notes would be issued as and when each further instalment of the loan was paid.

Under clauses 6. Clause 6. Clause 14, headed "Marketing of Access to the Service", is important and needs to be quoted almost in full: " If Alphameric is unable, within 3 months after the date on which it receives Matchbet's notice under this clause, to procure that the prospective licensee enters into an End-User Agreement for the supply of the Service to the LBO business of that prospective licensee, Matchbet shall itself be permitted to procure that the prospective licensee enters into an end-user agreement for the supply of the Service to that prospective licensee's LBO business.

For the avoidance of doubt, Matchbet shall not be expected to incur unreasonable or disproportionate costs in relation to the provision of such assistance.

Clause 17 sets out the income sharing provisions, under the heading "Royalty Payments": " Clause 23 sets out "Alphameric's Responsibilities", as follows: " Clause 26 deals with termination of the SDLA.

By virtue of clause Since no part of the loan was ever repaid, it follows that Matchbet never became entitled to exercise any of the termination rights expressly conferred on it by the SDLA.

Clause The Implementation Plan in Schedule 2 of the SDLA begins by saying that "Each Stage will be treated as having been completed when all the criteria specified for that stage in the table below have been met".

The table then specifies the criteria for each of the five stages, with separate columns headed "Responsibility of: Matchbet", "Responsibility of: Alphameric" and "Responsibility: Joint".

The final column specifies the date for completion of the stage, by reference to a number of weeks from the date of the SDLA: six weeks for Stage 1, 10 weeks for Stage 2, 20 weeks for Stage 3, 28 weeks for Stage 4 and again 28 weeks for Stage 5.

It is noteworthy that, although Matchbet was assigned specific responsibilities at each stage, the column for responsibilities of Alphameric was left blank for all five stages.

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This answer was given in response to a question why Dr Seifert had delegated to Ms Bryceson as she then was the important task of putting together financial projections for a presentation to Investec.

Dr Seifert's lack of business experience manifested itself in a number of ways. Early in his cross-examination he accepted that in he had no first hand knowledge of the UK betting industry, and had never held a position of responsibility in any organisation whose business was to supply services to the gaming or betting industry.

Furthermore, despite describing himself as an enthusiastic amateur gambler, who would often bet 1, on sports like tennis which particularly interested him, he was not in the habit of visiting LBOs because he did not consider them to be particularly appealing places.

Despite these limitations, however, he never carried out or commissioned any independent market research into the commercial viability of the MBE.

Thus, the commercial virtues of the product which Mr Ireland was extolling in the product description designed by him to raise money from potential investors an endeavour in which he was wholly unsuccessful were untested and remained purely hypothetical.

A further illustration is provided by Dr Seifert's apparent lack of any clear vision about how to raise funds, or how best to exploit the MBE. By his own admission transcript, day 2, page 85 Matchbet was seriously under capitalised from the very beginning.

The evidence shows that Dr Seifert was not always as careful as he should have been in statements that he made to potential investors, while expressions of interest, however qualified, were prone to be regarded by him as firm commitments.

A number of examples of this were given by counsel for Alphameric in paragraph 19 of their closing written submissions, which I accept but need not repeat.

As to commercial exploitation of the MBE, I consider that Dr Seifert had no guiding principles and would take up one idea after another in uncritical fashion.

Mr MacLean's cross-examination of Dr Seifert occupied well over two days, spread over four sitting days. For most of the time he gave his evidence clearly and frankly, and I had no difficulty in accepting what he said as essentially truthful, even if at times it betrayed characteristic tendencies to exaggeration, embellishment or self-delusion.

On occasion, however, I felt that Dr Seifert was being deliberately evasive, or that he was not telling the truth to the best of his ability.

I will deal with these occasions as and when they arise in my review of the facts, and in particular when I consider the crucial evidence relating to the termination of the SDLA.

Mrs Harvatt has recently married, but it was as Anne-Marie Bryceson that she joined Matchbet at the age of 22 in January , having recently graduated from Oxford University with a degree in English.

She had previously been employed by Centrica for a few months, but had no prior knowledge of the betting industry. She was employed by Matchbet as general administrator, and this remained her role during She has continued to work for Matchbet or OVM until the present day.

She was obviously nervous, but was a transparently honest witness who did her best to assist the court. Mr Poirier is now an IT solutions architect.

From until January he worked for the Alphameric group in various posts on its technical side. In the Spring of he was product director of Alphameric, and in that capacity he became involved in the negotiations with Matchbet which led to the conclusion of the SDLA.

In particular, it was his task to validate the technical aspects of the various milestones which had to be achieved, and he worked with Dr Seifert in their formulation.

In around August Alphameric decided that Mr Poirier should take forward the planning and technical side of the Alphamatch project, and he then attended regular joint planning meetings, as did Mr Siers, Dr Seifert and Mr Morcombe.

Mr Poirier continued to play a significant technical role in relation to the project until October , when he handed in his notice and after the expiry of his three month notice period went to work for Alphameric's chief competitor, Finsoft, in January Almost immediately after his arrival at Finsoft, Mr Poirier became involved in discussions between Finsoft and Matchbet for the integration of the MBE with Finsoft's own systems.

He realised that Matchbet could not enter into a contract with Finsoft in relation to LBOs while Matchbet was still in a contractual relationship with Alphameric, and he had of course been closely involved in the Matchbet project at Alphameric for some 18 months.

None of this deterred him from his rapid switch of allegiance, although to be fair to Mr Poirier there is no suggestion that he acted in breach of any contractual or other obligations which he owed to Alphameric after he joined Finsoft.

It is, however, a striking fact that in his witness statement he says nothing about his role with Finsoft, saying merely "I was offered another job and decided to leave Alphameric".

His involvement with Finsoft by whom he is still employed today, albeit under a different name had to be elicited by Ms O'Sullivan in cross-examination, as did the fact that Mr Poirier had helped Dr Seifert to gather evidence for the purpose of these proceedings.

Mr Poirier said, and I accept, that he has not been paid to give evidence, nor has he been promised a share of the damages if Matchbet wins.

Nevertheless, it appears that, for whatever reason, Mr Poirier is a supporter of Dr Seifert and no friend of Alphameric. He would clearly have been content for the court to know nothing about his move to Finsoft, or his immediate involvement in what was essentially the same project on behalf of Alphameric's main commercial competitor.

I need to bear these points in mind when evaluating his evidence. That said, I have no criticisms to make of Mr Poirier's oral evidence.

He did not seek to disguise the nature of his involvement at Finsoft when it was put to him, and in general he gave his evidence in a clear and objective manner.

Much of his evidence was unchallenged, and in my view its value is enhanced by two factors: first, his close involvement in the technical aspects of the project over a considerable period; and, secondly, his position as a middle-ranking executive at Alphameric who, at least until his departure, had no obvious axe to grind and was well placed, as an informed observer and participant in the project, to help the court understand the history of events from Alphameric's perspective.

Mr Siers is now 61, and has a lifetime of experience in the betting industry. He was still in his twenties when he managed his first betting shop.

From to he worked for the Horserace Totalisator Board, and from to he was the managing director of Tote Direct. He then moved to the Alphameric group where he held a number of posts, including that of group business development director from He was also heavily involved in the development of a ground-breaking project called "Turf TV".

He then spent two years at SIS, before moving to Betfred by whom he is still employed today in a senior managerial post.

Mr Siers was an unwilling witness. He attended court in response to a witness summons, and declined to provide any witness statement. When questioned by Mr Weatherill about his reluctance to give evidence, Mr Siers said this transcript, day 5, pp : "To be completely frank, I'm not here on the basis that I want to be here.

I have associates and friends on both sides of this argument, and I was reluctant to come here today. I had a court case last year and it wasn't a great experience for me, and I don't necessarily like being in court.

A consequence of this was that I had the unusual experience for a trial judge today in civil proceedings of hearing Mr Siers give his evidence in chief over a long period.

Due to various timetabling difficulties, it was unfortunately necessary for Mr Siers to give his evidence on parts of three separate days days 5, 6 and 7 amounting to approximately one day in all.

Despite his unwillingness, however, Mr Siers was not a hostile witness. On the contrary, he gave the court the benefit of his recollections and experience with expansive impartiality.

There were no issues about his credibility, and he was only lightly cross-examined by Mr MacLean. My only criticism of his evidence is that it was, at times, rather egocentric, with the result that I need to be careful before accepting uncritically either his opinions of other people or his assessment of his own achievements.

I also need to remind myself that, despite Mr Siers' undoubted and extensive experience in the racing industry, he was called as a witness of fact, not an expert.

Mr Maskey is currently a director of a company based in Brighton called 2B Affiliates, which he joined in December Before then he was employed as a general manager by Amaya Gaming Group, which is based in Quebec.

He was their general manager in Armenia. At the time relevant to the present action, between and , Mr Maskey worked for Finsoft on a self-employed basis as a sales and marketing consultant.

In that role he played a significant part in the development of Finsoft's EPOS technology, obtaining for it a significant part of the UK retail market.

In his witness statement Mr Maskey describes how he first met Dr Seifert in or around late , and "instantly saw the huge potential of the MBE".

He says he warmly recommended it to Finsoft, but to his "great frustration" Finsoft was for various reasons unable to take up the opportunity and Matchbet proceeded instead with Alphameric.

Mr Maskey is disparaging about Alphameric, saying that when he next met Dr Seifert at the Birmingham Betting Show in October he voiced to Dr Seifert his concerns about Alphameric, including "their reputation for consistent failure to deliver promised enhanced technical upgrades to their systems and their reputation for poor delivery and even poorer service".

He says he was "hugely disappointed" by Matchbet's decision to join up with Alphameric, but they both agreed to remain in touch and be open to any future opportunities that might arise.

In view of his low opinion of Alphameric's management and technology, he was "not entirely surprised" to find out later from Dr Seifert about the failure of Matchbet's project with Alphameric.

His statement concluded as follows: " The entrepreneurial and innovative board and management style of Finsoft that had existed up until then and which had been passionate about the land based betting industry then became subordinate to the much more "corporate" approach of GTECH, who had more of a focus on gaming applications with none of the previous board's interest in the land based betting market.

It would not be apparent to a reader of this statement that Finsoft had in fact been taken over by GTECH before November , and that active negotiations between Matchbet and Finsoft, in which Mr Maskey played a part, had begun in December and were still continuing when the relationship between Matchbet and Alphameric came to an end in April Nor does Mr Maskey see fit to mention that, shortly before signing his statement, he had become a shareholder in Matchbet's ultimate parent company, OVM.

These points were only elicited by Ms O'Sullivan in cross-examination. Taken together with the highly partisan tone in which Mr Maskey's statement is drafted, they leave me in real doubt about his reliability save in relation to uncontroversial matters of fact.

I therefore treat his evidence with considerable caution. Mr Somekh is a French national and the chairman of Groupe Dynnovations, a technology brokerage firm which specialises in the transfer to the private sector of defence and energy research carried out for the French government.

Mr Somekh is a civil engineer by training, and has been the chairman of Groupe Dynnovations for 25 years.

The company has five employees, and typically operates by taking up and developing an innovative product, carrying out market research, formulating a business plan, and then transferring the product either to a major group or to a start-up company.

Mr Somekh has no other business ventures, having decided to make the company the focus of all his business activities.

Because his work bridges the gap between government and the private sector, he has many contacts within the French government and enjoys what he describes as "excellent relations with French government officials at the highest level, including those within the state controlled gambling industry".

Mr Somekh first met Dr Seifert when he was developing and marketing his Virtex system in the financial sector. As a technologist, he found it an exciting concept, and they remained in regular contact.

In or around Dr Seifert told Mr Somekh about Matchbet, and they met in Normandy where Dr Seifert had a home to discuss whether the Matchbet technology would be attractive to the French market.

Mr Somekh was interested in this as a business opportunity, because the French gambling market had in his view stagnated by reason of the monopoly enjoyed by the two State run betting organisations, Fran aise des Jeux "FDJ" , which mainly operated terrestrial lotteries and fixed odds betting on games and sports, and Pari Mutuel Urbain "PMU" , which ran horserace pools betting.

The French government had plans to liberalise the French betting industry, and it was in the context of such proposed liberalisation that Mr Somekh saw enormous potential for exploiting Matchbet's technology.

In the event, this liberalisation did not materialise until much later, but its enticing prospect, no doubt fostered by Mr Somekh's high-level contacts at FDJ, formed the backdrop to Mr Somekh's involvement in the present case.

Mr Somekh is a fluent and reasonably good English speaker. He said that he prepared his witness statement in English, and he was able to give his oral evidence without an interpreter.

There were occasions when he did not immediately understand the questions put to him by Mr MacLean, but subject to one important point which I mention below any misunderstandings were quickly sorted out.

In general, I found Mr Somekh to be a shrewd and intelligent witness, confident in his own abilities and anxious to stress his influential links with the French establishment.

Since he played a key role in the events leading up to the termination of the SDLA, and since Alphameric now accuse him and Dr Seifert of having orchestrated a plan to bring the SDLA to an end, I will as with Dr Seifert deal with that aspect of his evidence when I review the facts.

There is one, however, point which it is convenient to clear away at this stage. In their closing submissions, counsel for Alphameric relied on one answer by Mr Somekh in cross-examination as amounting to an admission that in giving his oral evidence he regarded the truth as an entirely expendable commodity.

The point arose when Mr MacLean was questioning Mr Somekh about a letter which he wrote on 18 August to Mr Morcombe, accusing Alphameric Plc of having made a fraudulent misrepresentation in a public rights issue prospectus to the effect that Matchbet was "now being fully integrated with Alphameric's EPOS payment and ALBOS price broadcast systems", thereby causing Mr Somekh grave embarrassment and loss of credibility in France.

In this letter Mr Somekh said, among other things: "I deeply resent that the callous actions of your Executive Directors have caused me this deeply humiliating and damaging situation.

I have been dismayed by the cynical disregard and casual contempt for the truth displayed by the executive directors of your company, with whom I have met on a number of occasions who seem to consider the truth as an entirely expendable commodity when money is at stake.

Mr MacLean put this passage to Mr Somekh, and continued "That sentence perfectly describes the evidence which you have been giving to this court today, doesn't it?

In my judgment it is fanciful to suppose that in giving this answer Mr Somekh was making a sudden admission about the quality and veracity of his own oral evidence.

My understanding of his answer, and of the way in which he gave it, was not that he had been driven under pressure of cross-examination to confess that he had been giving dishonest evidence, but merely that he meant to convey that the sentiments expressed by him in the letter corresponded with the evidence to similar effect which he had been giving in the witness box.

In other words, he was averring the consistency of his approach, and nothing more. I feel no real doubt on this point, but even if I did, I would give Mr Somekh the benefit of it.

He may well not have understood the intended thrust of the question, which was ambivalently phrased. Bearing in mind that Mr Somekh was giving evidence in a foreign language of which his command is less than perfect, I think it was incumbent on Mr MacLean to spell out the intended implication of his question with much greater clarity if he wished to rely on the answer as an admission of dishonesty.

Mr O'Mahony was in the commercial director of Boylesports Limited "Boylesports" , a bookmaking firm with a large number of retail betting shops throughout Ireland.

In his statement he describes how he was introduced to Dr Seifert and met him in Ireland in September to discuss the MBE and the possibility of Boylesports becoming one of its first online clients.

His initial opinion of the MBE was that it was "very interesting and clever", and he saw the project as possibly offering a good component of Boylesports' internet business.

Negotiations ensued, and a draft agreement was discussed at a meeting held in January Various other outstanding issues were highlighted by Mr O'Mahony in a long email which he sent to Dr Seifert on 13 April Mr O'Mahony was not required to attend for cross-examination, so his evidence is unchallenged.

In addition, Alphameric served a notice under section 2 of the Civil Evidence Act , indicating their intention to rely on hearsay evidence contained in an email dated 19 September from Mr Jamie Hart of William Hill to a Mr Sam Dibb.

The notice stated that Mr Hart would not be called to give evidence because he was unwilling to provide a witness statement. Mr Morcombe is a very experienced chief executive in the betting industry.

He was then chief executive of the Horsemen's Group, which represents the common interests of five professional associations connected with horse racing, until the end of , when he retired.

Having been a very busy chief executive with a number of complex operational responsibilities, Mr Morcombe frankly concedes in his witness statement that he is sometimes unable to remember the details of particular meetings or documents, especially as the events in question took place several years ago.

He therefore attempts in his statement to distinguish between matters which he can recall unprompted, and his reconstruction of what he thinks he would probably have said or done in cases where he has no direct recollection.

Mr Morcombe was criticised for this by Mr Weatherill, but in my view the criticism was unfair. Mr Morcombe was open about his inability to remember many details, and in cases where he could not remember reconstruction was the only alternative available to him, short of refraining from comment altogether.

I do, however, accept that I need to be alert to the difference between Mr Morcombe's positive recollections and his reconstructions, and I acknowledge that the latter are likely to carry less weight than the former.

Near the beginning of his statement, Mr Morcombe gives a brief description of the Alphameric group and its business which was substantially unchallenged, and which it is convenient to reproduce: "7.

Alphameric Plc was the holding company of the Alphameric Group, which comprised two businesses, Leisure and Hospitality. The Leisure business supplied proprietary bet settling systems and display systems to [LBOs] the Leisure Business was operated through Alphameric.

Alphameric was the market leader in the provision of bet settling and display systems to LBOs, delivering its first product to Coral in It sold two different bet settling systems.

The first, marketed as "SCS" or "Slip Capture System", was used by smaller and medium sized bookmakers and the second, referred to as EPOS, was more sophisticated and included a terminal device marketed as "iTerm", and was used by larger bookmakers.

In addition, Alphameric marketed and sold a display system referred to as [ALBOS] that displayed on television screens all betting opportunities being offered to punters and live television pictures within the [LBOs] utilising the Alphameric systems.

All of the systems were integrated to the extent that they utilised a common data feed. The products were established on various hardware platforms that were frequently updated but in all cases utilised Alphameric's proprietary software.

It was common for the hardware platforms to be built after receipt of a customer order and prior to delivery, in order to take advantage of the latest and most cost effective hardware platforms available.

In the case of major customers, like Ladbrokes, William Hills and Coral, if the customers wanted to ensure that their hardware platforms were identical into the future they would purchase sufficient items of hardware for their rollout needs at the time of the original order, and these would be stored by Alphameric to be called off by the customer at a future date.

Whilst Alphameric's systems utilised proprietary software, the hardware platforms utilised industry standard PC hardware and Microsoft operating software.

Mr Morcombe was cross-examined by Mr Weatherill for the best part of two and a half days, so I had ample opportunity to observe him giving evidence.

In general, I found him to be an impressive witness. He remained courteous and patient at all times, despite the repetitive nature of some of Mr Weatherill's questions, and I am confident that he was doing his best to assist the court.

It was put to him by Mr Weatherill on various occasions that he was dissembling, or being evasive, but I do not accept those criticisms. Given his frequent lack of direct recollection, he was understandably cautious about the answers which he gave relating to events which had taken place between and He was also often asked about events or documents before he had been taken to the relevant material and given an opportunity to refresh his memory.

Here again, it is unsurprising if his answers were careful and non-committal. His evidence was in general calm, measured and thoughtful, and it is to his credit that he did not pretend to remember more than he actually did.

He was also commendably willing to accept as I have already noted that the MBE was technically viable and had real commercial potential.

Nevertheless, there were a few occasions when Mr Morcombe's lack of direct recollection led him to reconstruct events in an unduly partisan and inaccurate manner.

In particular, I am satisfied that the account given in his written statement of Matchbet's initial involvement with Alphameric was in some material respects unbalanced and unfair to Matchbet: see paragraphs to below.

At the relevant time, Ladbrokes' retail business unit was primarily concerned with the company's LBOs rather than its online initiatives.

Mr Lindsey's written evidence after excision of a paragraph of opinion evidence, which I ruled inadmissible was mainly devoted to a presentation by Matchbet of the MBE to the retail board of Ladbrokes in January , and an explanation of why Ladbrokes eventually decided not to proceed with Matchbet.

Both sides agree, and I accept, that Mr Lindsey was a completely honest and reliable witness. He initially held that post in the Hospitality Division, but with effect from January he took over responsibility for the Leisure Division as well, following a reorganisation by Alphameric of the two divisions.

As in the case of Mr Lindsey, both sides agree, and I accept, that Mr Addario was an honest witness who did his best to assist the court. It is worth mentioning in this context that Mr Addario has no continuing relationship with Alphameric, having left the company several years ago.

He attended his first meeting with Matchbet in about April or May , but was more heavily involved with Matchbet from about February until his secondment to AMRAC at the end of that year.

At that stage Mr Sutton's effective involvement with Matchbet came to an end. Mr Siers described Mr Sutton's role in Alphameric as being that of "a technical guru".

Mr Sutton bridled at this description when it was put to him in cross-examination by Mr Pickering, and said that it was "fundamentally incorrect".

He emphasised that he had commercial experience to match his technical expertise, and said he had negotiated a large number of commercial contracts on Alphameric's behalf.

Consistently with this, he had been given responsibility for running development in the Leisure Division in January , although on the basis that this would be a temporary appointment until a more appropriate candidate was found.

The impression which I gained of Mr Sutton when giving evidence was that he is a rather prickly character and not always the easiest of colleagues. He accepted in cross-examination that when he was replaced by Mr Addario "there were certainly people in Alphameric who were very keen for me not to be there".

Mr Sutton also has a sceptical, and at times pessimistic, cast of mind. He described himself in cross-examination as a man of few words, with the ability to see problems where no one else sees them.

He said he was notoriously a "glass half empty" man, in contrast to Mr Siers for whom the glass is always half full.

Perhaps for this reason, Mr Sutton was always doubtful about both the technical and the commercial merits of the MBE.

In their written closing submissions, counsel for Matchbet submitted that in one passage of his cross-examination Mr Sutton had invented the existence of a fictitious email in a clumsy attempt to assist Alphameric's case, and that this undermined his credibility generally.

The incident in question concerned the MBE's functional specification, which according to Dr Seifert was signed off by Alphameric on 5 October after an amended copy of it had been supplied to Mr Poirier.

When this was put to Mr Sutton, he said he had not been involved in this at all, and Mr Poirier had signed off the specification without contacting him or any of the technical staff at Alphameric.

Mr Sutton said he thought he had become aware of this in the last week in November, and had been shocked. He then wrote to Mr Morcombe on 7 December, expressing his dismay that the documents had been signed off without his sight or approval, and saying that "this would come back to haunt us".

No letter or email in those terms has been disclosed, whether dated 7 December or around that time. Nor is there any reference to it in other documents.

It is therefore likely, in my view, that Mr Sutton's recollection was mistaken. It is also strange that he claimed to remember the precise date of his communication to Mr Morcombe, especially as he would by then have moved to AMRAC.

Possibly he was mis-remembering the content of an email which he had sent to Alphameric's general counsel, James Soulsby, and copied to Mr Morcombe, on 7 November In any case, although he was in my view probably mistaken, I do not believe that Mr Sutton fabricated this evidence.

I accept that he was shocked when he discovered that Mr Poirier had signed off the specification without reference to himself, and I believe that he either complained, or intended to complain, about this to Mr Morcombe.

The complaint may have been made orally, or an intended email may never have been sent. The episode shows that Mr Sutton's evidence is not always wholly reliable, but I would acquit him of attempting to mislead the court.

Mr Sutton's witness statement was served on 21 February , only three weeks before the start of the trial, in response to the second statement of Dr Seifert.

Its main purpose was to address the technical and commercial issues involved in marketing new products to LBOs. I found Mr Sutton's evidence on these factual questions to be clear and generally convincing, although I bear in mind that he is still employed by AMRAC and is therefore not an independent witness.

I agree with counsel for Matchbet that I should disregard the hearsay evidence of Mr Hart. It is impossible to make a fair evaluation of what he said in his email of 19 September to Mr Dibb without any knowledge of its context or of the questions put to him in the prior conversation which the email was intended to confirm.

Nor has any explanation been provided of why Mr Hart could not be called to give evidence, if necessary under a witness summons.

In the circumstances, I am unable to gain any assistance from his evidence; and I note that, sensibly, no reference was made to it by counsel for Alphameric in their closing submissions.

Matchbet's initial business aim, before Alphameric appeared on the scene, was to compete directly with existing betting exchanges and "aggressively take market share from [them]": see paragraph 4 of Mr Ireland's draft business plan for VBX.

This would clearly have been a considerable challenge, as Mr Ireland went on to explain when commenting on the "difficulties facing other smaller players".

Matchbet's answer to this problem lay in its supposed ability to generate superior liquidity. In January Matchbet approached Investec as a possible source of funding.

An initial presentation was made, and on 10 February Investec said they liked the concept enough to take it to the next stage, which "should include an emphasis on the business plan and financial outlook".

If we understood your thinking, such a service would be based on your existing real time data services to the industry, and use VIRTEX in "finite risk mode", i.

We would be most interested in either of these arrangements ". According to Dr Seifert, Mr Smith had said at the meeting that Alphameric were very keen to invest in new services and products, that Alphameric's market value was million, and that they had made 6 million in the last year.

A further possible attraction of proceeding with Alphameric was that Investec were Alphameric's financial advisers and brokers.

In his covering email he posed a number of questions, including the following: "Do we know that the bookmakers will want to put an exchange product in their shops which directly competes with their fixed odds sports book?

This seems like a bit of a red herring to me the reason FOBT [Fixed Odds Betting Terminals] have worked so well is that they are simple games that fill the minutes of boredom between races for the unsophisticated punter who still spends his time in the traditional betting shop.

These people are unlikely to be tech savvy enough to operate a betting exchange product from a touch screen in store Or is this where the Alphameric discussion comes in?

Around the same time Matchbet scored an initial success. An online bookmaker, Blue Square, agreed to pay 29, for a pilot of Matchbet's online exchange.

However, the pilot was evidently not a success. On 1 August Blue Square reported to Dr Seifert that "not many of our guys actually tried to place bets and those who did found it difficult and not straightforward.

Those who did not got confused by the interface". Mr McLaren was a director of Alphameric Plc. This was probably the first occasion on which Dr Seifert and Mr Morcombe met.

In his statement Mr Morcombe says that he was first introduced to Dr Seifert by Rodney Hornstein, the then chairman of Alphameric Plc, who shared an interest in real tennis with Dr Seifert.

I think Mr Morcombe was mistaken in this recollection, because the documents show that Dr Seifert met and played real tennis with Mr Hornstein on 2 November , in a context which strongly suggests that they had not previously met, and still less that Mr Hornstein had introduced him to Mr Morcombe earlier in the year.

Dr Seifert described the meeting on 16 March as "most successful" in an email which he sent to Mr Ireland later the same day.

In his covering email, he said that Matchbet was "in a number of investment discussions with institutional investors", and continued: "As you know, we attach great significance to the synergies that we believe could flow from a business relationship with Alphameric and hence would have a clear preference to an investment that would go hand in hand with collaboration along the lines we have discussed with you.

The enclosed business plan was a substantial document, running to 64 pages and appendices. In reply, Dr Seifert promised to provide him with worked examples.

On 15 April Dr Seifert updated Alphameric on matters relevant to Alphameric's potential equity participation in Matchbet and the potential commercial collaboration between the two companies.

He said Matchbet "would very much welcome your investment, but from our viewpoint it is the commercial collaboration that is crucial".

Mr Siers said that they wanted "to look at the system from a practical and technical perspective, and what it can do". A meeting was then arranged for 26 April at Alphameric's offices.

At the meeting Mr Siers was impressed, and Dr Seifert was able to answer his questions to his satisfaction. A further meeting was arranged for 12 May.

This was a technical meeting, and again Dr Seifert's impression was that it went well. Mr Siers remained enthusiastic, and said there was scope for a very profitable enterprise if the Matchbet system could be delivered to Alphameric's customers through Alphameric's systems.

There was further discussion of commercial co-operation along these lines at a meeting on 23 June between Dr Seifert, Mr Siers and Mr Morcombe.

According to Dr Seifert's recollection, which both Mr Siers and Mr Morcombe were prepared to accept as substantially accurate, the discussion envisaged that Matchbet would develop the system to a stage where it could be connected to Alphameric's own systems for LBOs, and Alphameric would then market the service to its LBO customers over the next year.

Alphameric also made it clear that they wanted to have an exclusive licence to market and use the developed system. The meeting on 23 June had been joined, at Alphameric's suggestion, by representatives from Investec, and on 24 June Dr Seifert emailed Matchbet's latest financial statements to David Currie of Investec.

He commented that if Alphameric and Matchbet were to "join forces to bring the exchange to the offline betting world, this will add another, potentially huge component, which is not reflected in the business plan or projections".

He said it was proposed to value Matchbet's current share capital at 6 million. The basis of this proposed valuation is obscure to me, and in view of Matchbet's recurrent financial difficulties I suspect it was over-optimistic.

On 11 July Mr Siers sent an initial draft of possible heads of terms to Dr Seifert, who responded on 14 July with detailed amendments.

He suggested an early meeting "to take stock and move forward". He added: "If you wish to invest, then it would be useful to know this as soon as possible, and to understand whether Investec have endorsed our valuation.

We are convinced that, joining forces, we can indeed bring about a revolution in the betting market, and we look forward to working with you to this end.

Negotiations on the draft heads of terms continued throughout July and August , but there was a set-back for Matchbet when Investec made it clear that they were not interested in investing in Matchbet at that stage.

On 23 August Mr Cottrell emailed Dr Seifert saying: "I have spoken to Alan [Morcombe] and made it clear that we are not interested in investing [in Matchbet] with Alphameric at this stage and that we needed further proof of concept before doing so.

Dr Seifert put a characteristically optimistic and inaccurate gloss on this disappointing news by saying in an email to Mr Siers later the same day: "At this stage in time we have agreed with Investec that we shall not enter into an investment agreement with them, but will keep them informed of the progress of our pilot.

Alphameric were not deterred by Investec's decision from continuing to negotiate with Matchbet, but as Mr Siers had said in an email to Dr Seifert on 23 August the decision was "not something we can ignore".

Mr Siers also emphasised that all of their discussions were subject to board approval. For its part, Matchbet was anxious to follow up other possible leads.

A first meeting with Finsoft Alphameric's main competitor was arranged for 26 August , and in September Dr Seifert made an initial presentation to Boylesports in Ireland.

By the beginning of October , however, Matchbet was in a desperate financial plight. He said, among other things, that the funding which Mr Ireland had been confident he could easily raise from external investors had "turned out to be totally illusory", and that there was a desperate need to find 20, over the next week, with another 20, by the end of the month "to be reasonably solvent".

On 8 November Mr Siers sent Dr Seifert a proposal for further discussion, subject to contract and subject to Alphameric board approval.

The proposal was for Alphameric to invest , in Matchbet by way of convertible loan stock, to be issued in five tranches against milestones to be formulated by Matchbet.

This proposal was the germ of what subsequently became the Heads of Terms, and following further discussions Mr Morcombe on 12 December sent Dr Seifert draft Heads of Terms which had been prepared by Mr Soulsby.

The draft was then the subject of further discussion and amendment in the usual way, before the Heads of Terms were signed on 23 December by Dr Seifert on behalf of Matchbet.

I have already provided a brief summary of the Heads of Terms in paragraph 6 above. I must now refer to them in more detail, because Matchbet submits that they are both relevant and admissible in construing the SDLA.

Before I do so, however, there is one general point which it is convenient to dispose of at this stage. In his written evidence, Mr Morcombe paints a disparaging picture of the proposals which Matchbet initially put to Alphameric.

He says his initial impression was that the product being promoted by Matchbet was "similar in operation to Betfair"; that it would only support sports betting and not horse racing; that it could be accessed only via the internet; and that it had little chance of success, because Betfair were already established operators in the marketplace and Matchbet was under-funded.

He says he recommended that Alphameric should not invest in the Matchbet proposition as proposed by Dr Seifert, but the situation then changed when Alphameric approached Dr Seifert with a different proposition "that had been brainstormed inside Alphameric by our new business development personnel and other like-minded individuals".

He says the idea for this solution was Alphameric's, and it "was a completely different proposition to the one offered by Dr Seifert to Alphameric".

Mr Morcombe was cross-examined effectively by Mr Weatherill on this version of events, which I am satisfied does not correspond with reality.

The inference which I draw from the documents, and from the substantially unchallenged evidence of Dr Seifert and Mr Siers, is that the proposed marriage between Matchbet's original concept and Alphameric's LBO technology was first suggested by Phil Smith on 31 January and then evolved in the course of discussions between the two companies.

Mr Morcombe was not much involved in the detail of those discussions, and I do not accept that he ever recommended that Alphameric should not invest in the proposition first put forward by Dr Seifert a recommendation for which Mr Morcombe was unable to point to any documentary evidence.

Nor do I accept that the proposal was the fruit of a brainstorming exercise within Alphameric. I am sure Mr Morcombe did not intend to misrepresent the position in his evidence, and in cross-examination he was ready to concede that his memory may have been at fault in various respects.

Nevertheless, I think the episode does betray an undue readiness on his part to belittle Matchbet and its proposed product, and a lack of objectivity probably engendered by the subsequent history of the dispute as he saw it.

D These heads of terms are not exhaustive and are not, and are not intended to be, legally binding between Alphameric and Matchbet except as expressly set out in this letter.

It is agreed as follows: [Paragraphs 1 to 3 dealt with the proposed loan of , bearing interest at 7. The parties shall use reasonable endeavours within the period of exclusivity referred to in paragraph 9 below, to negotiate and enter into [the Development Agreement].

The Specifications shall be signed off by the parties in accordance with the Development Agreement. Following acceptance by Alphameric of the software developed by Matchbet under the Development Agreement, Alphameric shall progress to roll out as referred to in paragraph 5 below and in accordance with the Development Agreement.

Upon successful completion of those Integration Tests, Alphameric shall market and roll out the AlphaMatch platform to enable its customers to connect to the [MBE], owned and run by Matchbet, and its associates, in accordance with the Project Plan and the Development Agreement.

It is intended that such terms will be set out in the Development Agreement. It is apparent from the Heads of Terms that Alphameric was only prepared to invest in Matchbet by way of a convertible loan, to be drawn down in instalments linked to the achievement by Matchbet of milestones yet to be specified.

Alphameric was not prepared to take an immediate equity stake in Matchbet, although that is what Matchbet would ideally have preferred.

Furthermore, the initial loan instalment of 50, which was in fact not paid until 4 January was only made available by Alphameric in return for the immediate grant by Matchbet to Alphameric of a perpetual, exclusive and worldwide contractual licence to market the MBE when it had been developed to operators of LBOs.

The terms of the licence in paragraph 7 did not impose any obligation on Alphameric to market the MBE to LBOs, even though the exclusive nature of the licence subject to a limited exception contained in paragraph 7.

By contrast, paragraph 7. Paragraph 5. For what it is worth, the words "shall market and roll out" in paragraph 5. Unlike clause 7, however, the provisions of clause 5 were not contractually binding.

That is made clear beyond any possibility of doubt by recital D. I conclude, therefore, that although Matchbet had committed itself irrevocably to the grant of the licence contained in clause 7, the question whether Alphameric would ever come under an obligation to market and roll out the MBE to LBOs, although contemplated by the parties, was deliberately left open.

Consistently with the Heads of Terms, Matchbet remained at liberty to develop and market its online betting exchange business.

So, for example, the discussions between Matchbet and Boylesports, which had begun in September , continued into before petering out in the light of unresolved concerns raised by Mr O'Mahony.

Meanwhile, negotiations between Alphameric and Matchbet continued in the early months of There were also further discussions between Matchbet and Investec, but again it turned out that Investec was unwilling to provide funding at such an early stage in the development of the MBE.

Investec spelt out its position in an email sent by Mr Cottrell to Dr Seifert on 8 March "A firm letter of support is not something I am able to deliver at this stage.

I re-iterate continued interest from us, and that is, I hope, evident from the amount of time we have spent on this project and the conversations we have had, but I know that the position of our investment committee is and will remain that we will be interested in funding Matchbet at a "revenue roll out" stage rather than in the "technology roll out" stage.

By revenue, I mean trading or exchange revenue rather than fees that may be earned through founder members pre-trading.

We are not in a position to adequately assess the technological risks in getting to "revenue roll out" and hence we would like to see that being funded by founder members of the exchange and other interested parties, like Alphameric, who can participate.

I hope this clarifies the position and please remain in contact. Shortly afterwards, Mr Morcombe was appointed to the board of Matchbet. On 15 March Mr Morcombe emailed Dr Seifert expressing pleasure at his appointment and saying he looked forward to attending the next board meeting.

Mr Soulsby was also the group commercial director at this date, and it was in fact he who signed the SDLA on Alphameric's behalf.

The in-house lawyer principally concerned with the drafting was the group solicitor, Mark Heather. For its part, Matchbet could not afford to pay for a commercial lawyer, but Dr Seifert obtained some help from a trainee solicitor, Madelene Holdsworth, who had previously worked for him part time when she was a student.

At a later stage, Matchbet also instructed a solicitor, Mr Izaz Ali. The main body of the SDLA runs to 38 clauses and some 30 pages of small type.

There are nine schedules, not all of which were used. The only parties to it were Matchbet and Alphameric. It is convenient to begin with the entire agreement clause: "31 Entire Agreement It is thus clear that the provisions of the SDLA superseded those of the Heads of Terms, including those which had contractual force.

The parties could hardly have made it more clear that their contractual relationship was thenceforth to be governed by the terms of the SDLA alone.

There is only one recital to the SDLA, headed "Background": "Matchbet has agreed to develop certain computer programs for the purpose of providing a betting exchange service, to enable Alphameric to develop the necessary interfaces to enable Alphameric's products to operate in conjunction with the betting exchange service, and to appoint Alphameric as its exclusive distributor of access to the betting exchange service from retail bookmaking outlets and to provide the other services described in this Agreement upon the terms and conditions contained in this Agreement.

Clause 1. By clause 2. Clause 4. The Service had to comply with the Functional Specification created as part of Stage 1, and to satisfy specified performance criteria.

Clause 5 provided that, in consideration for the performance by Matchbet of its obligations under the SDLA, Alphameric would pay the , Loan Payment to Matchbet in the manner, and at the times, specified in Schedule 3.

It was further agreed that Matchbet would immediately issue to Alphameric a Loan Note in respect of the first instalment of 50, which had already been paid pursuant to the Heads of Terms , and that further Loan Notes would be issued as and when each further instalment of the loan was paid.

Under clauses 6. Clause 6. Clause 14, headed "Marketing of Access to the Service", is important and needs to be quoted almost in full: " If Alphameric is unable, within 3 months after the date on which it receives Matchbet's notice under this clause, to procure that the prospective licensee enters into an End-User Agreement for the supply of the Service to the LBO business of that prospective licensee, Matchbet shall itself be permitted to procure that the prospective licensee enters into an end-user agreement for the supply of the Service to that prospective licensee's LBO business.

For the avoidance of doubt, Matchbet shall not be expected to incur unreasonable or disproportionate costs in relation to the provision of such assistance.

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