Güralp Systems Ltd says the Serious Fraud Office cannot pursue the £2,069,861 payment after the deferred prosecution agreement ended
A company that entered into a deferred prosecution agreement has told the High Court that the Serious Fraud Office has no power to enforce the agreed payment of £2,069,861 now that the five year term of the DPA has expired. The court heard the appeal brought by Güralp Systems Ltd, a scientific instrument manufacturer that entered into the DPA in 2019.
The SFO and Güralp finalised the agreement for £2,069,861, described as the gross profit generated from the alleged conduct. The company accepted a series of obligations under the agreement and fulfilled all except the financial payment. A specific timetable for payment was not set out in the document. The agreement expired in October 2024 without the sum being paid. The appeal concerned whether the SFO can now enforce the payment following an earlier ruling that it could do so.
Counsel for Güralp, Simon Farrell KC, said the DPA had not been drafted with sufficient clarity and was, in his words, not properly thought through. He said this did not provide a basis for the court to disregard the expiry date. He said the law on what follows expiry was clear and that the agreement had come to an end. He told the court that the parties had known from the outset that the period was five years and that it was not complex. He submitted that the SFO could not reconstruct an expiry date by interpreting individual parts of the document in a different way.
Mr Farrell said the company had cooperated throughout the process and said the court should not treat expiry as an element that could simply be overridden. He said the DPA had expired and that this must be treated as final.
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Appearing for the Serious Fraud Office, Trevor Archer described the appeal as novel, saying it was the first time an appeal of this kind concerning a DPA had come before the court. He said a deferred prosecution agreement is a contract and that it could not be reasonably suggested that the parties or the court had intended that the company would be able to avoid paying the agreed sum solely because the agreement had reached its expiry date.
He told the court it would be a truly astonishing outcome for the purposes of the interest of justice test if non payment resulted in the expiry of the agreement without any consequence. He said that if the company’s arguments succeeded, it would risk bringing the criminal justice system into disrepute.
Mr Archer said the essential purpose of a DPA was to permit a corporate body to avoid prosecution by meeting specified conditions and that permitting the expiry date to remove the SFO’s ability to enforce payment would undermine that structure.
The court heard that the issue raised significant questions about the interpretation of deferred prosecution agreements, including how obligations are treated once the formal period ends. The arguments covered the legal nature of DPAs, contract principles, and the intended purpose of the regime introduced for corporate offending.
Lord Justice Edis and Mr Justice Calver reserved judgment at the conclusion of the hearing. The decision is expected to clarify whether enforcement of a DPA payment can continue after the expiry of the agreement, an issue that has not previously been determined by the courts.