A New York federal judge has dismissed Fleming Intermediate Holdings’ lawsuit claiming that James River misrepresented terms in its $300 million sale of JRG Re, its reinsurance subsidiary, Reuters reported.

Fleming, a Cayman Islands-based firm with Bermuda roots, had agreed to purchase JRG Re from James River under a stock purchase deal signed on November 18,  2023, subject to Bermuda Monetary Authority approval.

Under the agreement, James River was set to receive $277 million: $138 million from Fleming and up to $139 million paid by JRG Re before closing, depending on JRG Re’s net worth at the transaction date.

Fleming alleged the deal was rushed to meet year-end, claiming James River tried to finalise before Fleming could discover “flagrant violations” and misrepresentations, leading to an inflated purchase price.

Judge Jennifer Rochon agreed James River’s defence that American securities laws do not apply to foreign, private transactions involving Bermudian-based companies.

She ruled Fleming’s suit was “predominantly foreign", with parallel proceedings in Bermuda raising a “potential for incompatibility between US and foreign law”.

The Exchange Act claims were dismissed with prejudice, while state law claims were dismissed without prejudice.

When contacted by Reuters, both parties declined to comment following the ruling.