No one-size-fits-all on splitting trials in FSMA claims

Mr Justice Green’s decision in California State Teachers’ Retirement System & Ors v Boohoo Group plc [2026] EWHC 335 (Comm)[1] relates to case‑management in s.90A FSMA litigation.

At the heart of the case management dispute was a deceptively simple question: if a split trial is appropriate, should reliance (a component of paragraph 3 of Schedule 10A that claimants must satisfy) be tried alongside liability, or deferred to a second trial to be dealt with alongside causation and quantum? While some s.90A claims involving a split trial have seen reliance deferred to a second trial, the Court rejected the idea of any fixed or ‘orthodox’ approach and stressed that the structuring of a split trial (if suitable at all) is a case‑specific, discretionary exercise, driven by the facts, scale and evidential realities of the litigation.

Background

The claimants, a mix of institutional and consumer investors, contend that Boohoo Group plc’s  public disclosures (including annual reports, interim results, regulatory announcements, and modern slavery statements) presented a materially misleading picture of supply chain oversight and corporate governance, in light of information regarding labour abuses and poor conditions.

The claimants advance two claims under Schedule 10A: one under paragraph 3 and one under paragraph 5. Paragraph 3 concerns liability for misleading statements or omissions and requires proof of reliance. Under paragraph 3, each claimant must show that they acquired, continued to hold and/or disposed of Boohoo shares in reliance on the published information, and that it was reasonable to do so, and must prove loss as a result. Paragraph 5 addresses dishonest delay in publication and does not require reliance.

The split‑trial debate

The parties agreed on a split trial structure but disagreed on which side of the split reliance ought to be considered. The claimants proposed deferring reliance to Trial 2, alongside causation and loss, arguing primarily that reliance and causation form a single “counterfactual continuum” and should therefore be tried together, to avoid overlap and duplicative evidence. The defendant contended that reliance is integral to liability under paragraph 3 of Schedule 10A and must therefore be determined in the first trial.

Decision

While prior s.90A cases, such as those involving RSA, G4S, and Serco, had deferred reliance to a later trial, the Mr Justice Green found that those decisions were illustrative, not prescriptive. They were tailored to the facts, scale, and evidential needs of those claims, and, those case‑management decisions did not culminate in fully tried reliance issues, and could not be treated as establishing any settled orthodoxy. 

Mr Justice Green found that reliance in this case must be determined at Trial 1 alongside liability, rather than deferred to a later quantum/causation trial.  In reaching his conclusion, he considered, among other factors:

• Scale: The trial in this case was “a much more modest scale of trial” compared with other s.90A claims, with fewer claimants, funds, and contested issues.
• Readiness: Both parties accepted they could be ready for Trial 1 by October 2027, “whether or not reliance is included.”
• Burden: In this context, the burden on the parties and the Court was “not a particularly relevant factor” for the split-trial decision.

In terms of the claimants’ principal argument that reliance should be deferred to Trial 2 because of its overlap with causation, the judge accepted that some overlap existed but concluded that this does not justify postponement, noting that (i) any common issues can be resolved at Trial 1, with the remaining causation questions then shaped by those findings at Trial 2; and (ii) the claimants can bring “whatever evidence they need to prove their case on reliance to Trial 1”.

Further, Mr Justice Green rejected the idea that reliance had to be pushed to Trial 2 purely to manage scale or burden.

In reaching that conclusion, the judge emphasised that the appropriate starting point, consistent with most forms of litigation, is that, aside from quantum, parties should generally expect all elements of the claim to be determined at the first trial. It follows that, where reliance can sensibly be addressed at Trial 1 and the parties can reasonably be ready to do so, it will ordinarily be dealt with at that stage.

Comment

The judgment highlights that the placement of reliance is ultimately a practical question: where the scale of the case, evidential readiness, and overall structure permits, it can and should be addressed alongside liability.

A central feature of the decision is its emphasis on manageability. This was not treated as a mega-claim requiring strict compartmentalisation. With a more modest number of claimants and issues, and with both sides able to prepare for Trial 1 within the same timeframe, the usual justifications for deferring reliance carried limited weight. In those circumstances, there was no procedural necessity to postpone a core element of the cause of action.

The judgment reinforces that there is no one-size-fits-all approach to splitting trials in FSMA claims and each matter must be decided on the basis of the individual circumstances pertaining to that case. 

Footnotes
[1] https://www.bailii.org/ew/cases/EWHC/Comm/2026/335.html