Judgment summaries for the Commercial Court

These summaries are provided to assist in understanding the Court’s decisions. They do not form part of the reasons for the decisions. The full judgments of the Court are the only authoritative documents. Judgments are public documents and are available via the links provided to The National Archives (external link), as well as other databases.

2026

Abraaj Investment Management Ltd v KESP (Lord Justice Foxton) 16 January 2026

Whether debt due – express or implied assignment – estoppel by convention – doctrine of consideration – principle of acknowledgement

C1 (“AIML”), C2 and C3 sued D1 (“KESP”) for a debt allegedly due from KESP to AIML and assigned by AMIL to C2, and by C2 to C3. KESP did not defend the action but D2 was joined to the action to allow it to raise arguments open to KESP. D2 contended that the debt was not yet due or Cs were estopped from contending it was due. D3 has obtained a purported assignment of what was said to be the debt from AH, a company in the same group as AIML. Cs contended that assignment was not valid because the debt was not due to AH but to AIML. D3 contended that there had been an express or implied assignment of the debt from AIML to AH, alternatively AIML was estopped from challenging the validity of the assignment. D3 argued in the alternative that KESP had independently promised to pay the amount of the debt to D3 by signing  a document described as a notice or assignment, alternatively was bound to pay D3 under the principle of acknowledgement. There were also a dispute as to the amount of the debt assigned to D3 if there was an assignment.

Held:

• The debt was due for payment by KESP and Cs were not estopped from contending that the debt was due for payment.
• There had been no express or implied assignment by AIML to AH, but AIML was estopped by convention from challenging the validity of the assignment of the debt due to AIML to D3.
• D3’s reliance on an independent promise to pay the debt based on KESP signing the notice of acknowledgement would have failed for lack of consideration.
• D3 could  not rely on the principle of acknowledgement which did not provide a mechanism for transferring debts operating alongside assignment (Shamia v Joory not followed).
• The assignment to D3 was limited to the amount of the debt specified in the assignment document and did not extend to amounts accruing subsequently.

The full judgment [2026] EWHC 65 (Comm) may be found on the National Archives website (external link).

2025

Grainful Holdings Ltd v Mineev (Mr Justice Henshaw) 19 December 2025

Contempt of court; breach of disclosure order; CPR Part 71 hearing; penal notice; enforcement of arbitral award; personal service dispensed; sanction pending

Grainful Holdings Ltd, a Cypriot company, obtained an arbitral award against Mr Mineev, a Russian national, and sought enforcement in England. Following incomplete disclosure under CPR Part 71, the claimant secured a further disclosure order, endorsed with a penal notice, requiring Mr Mineev to provide detailed financial information and documents. Despite an extension, Mr Mineev failed to comply, providing neither affidavit nor documents. The court found he had actual knowledge of the order and deliberately chose not to comply, rejecting explanations of psychological distress and lack of legal representation as insufficient to explain his total non-compliance.

A second allegation concerned whether Mr Mineev lied under affirmation at a Part 71 hearing by failing to disclose two personal loans. The court, reviewing the transcript and evidence, was not satisfied beyond reasonable doubt that his answer was knowingly false or that he lacked honest belief in its truth, noting possible misunderstanding due to language and context.

Mr Justice Henshaw concluded that Mr Mineev was in contempt of court for breaches of the disclosure order, but not for his answer at the Part 71 hearing. The question of sanction was reserved for a further hearing.

The full judgment [2025] EWHC 3356 (Comm) may be found on the National Archives website (external link).

A v P (Mr Justice Henshaw) 19 December 2025

Arbitration; section 67 challenge; authority of solicitors to bind clients; ratification; loss of right to object; Arbitration Act 1996; LCIA arbitration; jurisdiction over non-signatories

The Claimants (A1, A2, A3) challenged an LCIA arbitration award under section 67 of the Arbitration Act 1996, contending that they were not parties to the agreement with P, a provider of intelligence services, and thus not bound by the arbitration clause. The central issue was whether the Claimants’ solicitors (C) had authority—actual, apparent, or usual—to bind A1 and A3 to the contract with P, or whether A3 had ratified the agreement. The Tribunal had found all three Claimants liable, but Mr Justice Henshaw held that C did not have authority to bind A1 or A3, nor had A3 ratified the agreement. The judge found that solicitors’ usual authority, so far as recognised in the case law or established by the evidence, concerns settlements with litigation opponents and does not extend to binding clients as principals to contracts with third-party service providers. As for A2, its challenge was barred by section 73 of the 1996 Act, as it had participated in the arbitration without timely objection and could with reasonable diligence have discovered the grounds for objection. The Award was set aside as against A1 and A3 but stood against A2. The judgment provides guidance on the limits of solicitors’ authority, the doctrine of ratification, and the operation of section 73 in arbitration challenges.

The full judgment [2025] EWHC 3372 (Comm) may be found on the National Archives website (external link).

EMIS Finance B.V. v ICU Trading Ltd & Ors (Mr Justice Henshaw) 10 December 2025

Trustee appointment and removal; loan participation notes; contractual interpretation; powers of issuer and noteholders; English law; sanctions

EMIS Finance B.V., issuer of two series of loan participation notes (LPNs), sought declaratory relief regarding the powers to appoint and remove the trustee under the notes, following the Russian invasion of Ukraine and subsequent expropriation of assets. ICU Trading Ltd, a major noteholder, procured resolutions to replace the trustee, which EMIS challenged.

The judgment held that, under the contractual documents, the issuer (EMIS) has the exclusive power to appoint and remove the trustee. Noteholders do not have the power to appoint a trustee independently, but may remove a trustee by extraordinary resolution— though such removal only takes effect upon the appointment of a new trustee by the issuer or the court. The purported appointment by ICU of GLAS Trustees as replacement trustee was therefore ineffective.

The court emphasised the importance of interpreting contractual terms in their commercial context, favouring a harmonious reading of the documents. While the trustee’s role is to protect noteholders’ interests, the scheme of the contracts envisaged issuer control over trustee appointments, subject to safeguards and judicial oversight in cases of deadlock. The judgment considers the balance of powers between issuers and noteholders in complex financing structures.

The full judgment [2025] EWHC 3232 (Comm) may be found on the National Archives website (external link).

Robert Gagliardi -v- Evolution Capital Management LLC (Calver J) 8 December 2025

This case concerned a claim brought by Mr Gagliardi against ECM for breach of his employment contract, by reason of ECM’s failure to pay him any Discretionary Bonus in respect of the lucrative block trading he carried out at ECM. ECM counterclaimed for the return of sums already paid to Mr Gagliardi.

Mr Gagliardi’s remuneration package included a “Discretionary Bonus” with a “target range of 10-15% of “Profit””, reflecting an assessment of his “revenue contributions”. Initially, Mr Gagliardi traded in the A1 share class, and subsequently in the Evo Absolute Return Master Fund (“EARMF”) once that was launched. His trading was extremely successful. At trial ECM complained about Mr Gagliardi’s “volatile and thin-skinned” nature, late filing of compliance documents, disagreements with colleagues, and risk limit breaches. But ECM did not seek to terminate the contract by reason of any of these matters, nor did it suggest that this conduct might adversely affect his Discretionary Bonus. In November 2021, Mr Gagliardi received a subpoena in connection with a wider investigation into US block trading, and in January 2022, ECM received a subpoena as part of the same investigation. In February 2022, ECM terminated Mr Gagliardi’s employment.

The key issue in this case was the construction of the contract (an exercise governed by Delaware law [279]-[288]). The court held that the proper construction of the contract was that ECM is only entitled in exercising its discretion as to what Discretionary Bonus to pay to Mr Gagliardi, to consider his individual revenue performance/contributions to the relevant funds ([297]-[310]). ECM was quasi-estopped and equitably estopped from denying that it was obliged to take into account income/Profit generated by Mr Gagliardi’s trading in both the A1 share class and the EARMF ([383]-[394]). The contract is also subject to an implied term of trust and confidence, according to which ECM was obliged to exercise its discretion in good faith and in accordance with its contractual purpose, and not irrationally, arbitrarily, or capriciously ([295]). In calculating Mr Gagliardi’s Discretionary Bonus as zero by reference to matters other than revenue performance/contributions, ECM breached this implied term ([395]-[396]). Had ECM properly exercised its discretion, it would have assessed Mr Gagliardi’s 97% revenue contribution at the top end of the target range and paid a Discretionary Bonus of $5,385,000 ([441]-[446]).

ECM counterclaimed for the salary and IPO bonus payments made to Mr Gagliardi (totalling $7,032,948). ECM relied on public statements and orders by the SEC concerning the SEC, Morgan Stanley, and Mr Passi (“the US Documents”) to plead that these documents gave an “impression” that Mr Gagliardi was engaged in inappropriate conduct involving confidential information ([450]-[461]). The court held that this counterclaim was inadequately pleaded and abusive: ECM sought to advance serious allegations of wrongdoing or misconduct which required it to clearly plead a sufficiently cogent case, but which it had failed to do ([462]-[466]). In any event, ECM could not rely on the US Documents as binding on anyone other than the SEC, Morgan Stanley, and Mr Passi. The documents referred to could not be used in these proceedings to prove the truth of their contents as against Mr Gagliardi (Hollington v Hewthorn & Co [1943] KC 586) ([467]-[472]). ECM’s counterclaim therefore failed.

The Judgment also contains an analysis of (i) the importance of the documentary record in testing the reliability of witness evidence in a case such as the present where the parties are hostile towards one another with entrenched positions; and (ii) the circumstances in which the court will draw adverse inferences from a party’s failure to comply with its disclosure obligations ([428]-[437]).

The full judgment [2025] EWHC 3214 can be found on the National Archives website (external link).

Alliance Petrochemical Investment (Singapore) Pte Ltd v Francesco Mazzagatti et al. (Mr Justice Andrew Baker) 3 December 2025

Jurisdiction – Part 20 Claims – contribution claims in cases of fraud / misappropriation

The claimant (‘API’) pursues claims alleging dishonest misappropriation of over €140m by the first defendant, a former director of API, allegedly assisted dishonestly by the second defendant. The defendants issued a Part 20 Claim against the first third party, alleged by the defendants to have been in de facto control of API as a shadow director, and the second to fourth third parties, the de jure directors of API. The Part 20 Claim asserted exclusively claims for indemnity or contribution under the Civil Liability (Contribution) Act 1978. The third parties challenged jurisdiction, arguing that there was no serious issue to be tried that if the defendants are, or either of them is, liable to API, the third parties, or any of them, might be liable to API in respect of the same damage, or (if so liable) might be ordered to make a contribution.

The challenge to jurisdiction by the de jure directors of API was upheld. The challenge to jurisdiction by the first third party, the alleged shadow director of API, was successful in part, but one basis for the claim against him was judged to be properly arguable so as to justify jurisdiction and require a trial. For that and other reasons the Part 20 Claim would need to be re-pleaded, but to that limited extent it survived the jurisdiction challenge. One particular point arising was whether there was an absolute rule that a party who benefitted from money paid in breach of trust cannot claim a contribution from a third party in respect of their liability relating to that money, considering Dubai Aluminium v Salaam [2002] UKHL 48, [2003] 2 AC 366, Charter plc v City Index Ltd [2007] EWCA Civ 1382, [2008] Ch 313, Niru Battery Manufacturing Co et al. v Milestone Trading Ltd et al. (No.2) [2004] EWCA Civ 487, [2004] 2 All ER (Comm) 289; Dawson v Bell [2016] EWCA Civ 96. Held: not so.

The full judgment [2025] EWHC 2973 (Comm) may be found on the National Archives website (external link).

FH Holding Moscow Ltd v AO UniCredit Bank & UniCredit SPA (Mr Justice Henshaw) 25 November 2025

Sanctions; anti-suit injunctions; arbitration agreements; jurisdiction; summary judgment; Russian law; English law; Vienna International Arbitral Centre; enforcement; comity

The claimant, a Cyprus company operating in Russia, sought an anti-suit injunction (ASI) to restrain the defendants (a Russian bank and its Italian parent) from pursuing foreclosure proceedings in Moscow, arguing that disputes about alleged loan defaults should be resolved by arbitration under the Vienna International Arbitral Centre (VIAC) rules, as provided in the English law-governed facility agreement. The defendants relied on the Russian law-governed mortgage agreement, which provided for Moscow court jurisdiction.

Henshaw J held that the dispute over whether an event of default had occurred fell within both the arbitration clause of the facility agreement and the jurisdiction clause of the mortgage agreement. The court found that the mortgage agreement allowed immediate recourse to the Moscow court for enforcement, with any disputes to be resolved there, rather than requiring prior arbitration. The judge was not persuaded that the Moscow proceedings breached the arbitration agreement or that they were vexatious or oppressive so as to justify an ASI. The court also found insufficient connection with England to justify intervention on public policy or sanctions grounds. 

Further, the court lacked jurisdiction over AO UniCredit Bank: (a) as to the ‘necessary and proper party’ gateway in CPR PD6B, para. 3.1(3), there was no real issue between the Claimant and UniCredit SPA which it was reasonable for the court to try (in the light of both (i) the merits of the contractual and vexation grounds for seeking ASI relief against UniCredit SPA, and (ii) the fact that it would not be just and convenient to grant relief against UniCredit SPA in any event); and (ii) the claim for an ASI was not a claim “in respect of” the facility agreement – as opposed to the arbitration agreement which it contained – within gateway 3.1(6)(c) in CPR PD6B.

Summary judgment was granted in favour of UniCredit SPA, as there was no realistic prospect of success against it, and AO UniCredit Bank’s jurisdiction application succeeded. The application for an anti-suit injunction was refused.

The full judgment [2025] EWHC 3111 (Comm) may be found on the National Archives website (external link).

Beijing Songxianghu Architectural Decoration Engineering Co. Ltd v Kitty Kam
(Andrew Baker J) 14 November 2025

Freezing order – whether to defer asset disclosure pending anti-suit injunction application in Hong Kong

The claimant sued on a judgment obtained against the defendant in Hong Kong for a principal sum of c.HK220m, plus interest. A freezing order was granted ex parte, and continued inter partes, when an application to discharge was dismissed and the asset disclosure requirements were reconfirmed, to be complied with shortly after the inter partes decision. The ground of objection to the freezing order was that, according to the defendant, it had been sought by the claimant in breach of an undertaking given to the Hong Kong court. The undertaking, and the possibility that the defendant might object on that ground, was fairly disclosed by the claimant when seeking the freezing order. An appeal to the Court of Appeal was to be heard in April 2026, but there had been no application to vary, or stay enforcement of, the asset disclosure order pending appeal.

The defendant now applied to vary that order, such that asset disclosure would not be required until after determination of an application she had brought in the Hong Kong court for an anti-suit injunction to restrain the claimant from prosecuting the freezing order claim. The application was refused. The decision of Miles J (as he was then) in J&J Snacks Food Corporation & Anor v Ralph Peters & Sons Ltd & Anor [2024] EWHC 3439 (Ch), relied on by the defendant, was considered and distinguished.

The full judgment [2025] EWHC 3068 (Comm) may be found on the National Archive website (external link).

Skatteforvaltningen (the Danish Customs and Tax Administration) v Solo Capital Partners LLP (in special administration) and others
(Andrew Baker J) 14 November 2025

SKAT litigation – permission to appeal

At the judgment hearing an application by SKAT for permission to appeal was refused, on the primary ground that there was no realistic prospect of a successful appeal against the decision in the main judgment, [2025] EWHC 2364 (Comm), that SKAT had not been misled, as it had alleged, with further written reasons to follow.

Those written reasons were provided by a further judgment, [2025] EWHC 2979 (Comm), which may be found on the National Archive website (external link).

Khashoggi Holding Co v Molinari & Others (Mr Justice Henshaw) 14 November 2025

Repudiatory breach; share purchase agreement; frustration; damages; deceit

The claimant, Khashoggi Holding Company, sought a declaration that it had validly terminated a Share Purchase Agreement (SPA) for the acquisition of shares in Metaenergia UK Limited, alleging repudiatory breach by the defendants. The defendants denied any breach, counterclaimed for wrongful termination, deceit, and breach of contract, and sought substantial damages.

The dispute centred on whether the defendants were entitled to sell the shares “with full title guarantee” as required by the SPA, given that OakHill Advisors’ prior written consent to the transfer had not been obtained at the time of the agreement. The claimant argued that this amounted to a fundamental breach, rendering the SPA void or frustrated. The defendants contended that consent could be obtained by completion and that any breach was remediable.

Mr Justice Henshaw held that the SPA required good title to be delivered at completion, not at the date of the agreement. The absence of OakHill’s consent at the time of signing did not constitute a repudiatory breach or render performance impossible. The judge found that the claimant was not exposed to any risk of being compelled to complete without good title, as completion was contingent on the necessary consents being obtained. The claimant’s purported termination of the SPA was itself a renunciation, entitling the defendants to terminate and claim damages.

However, the defendants’ counterclaim for damages failed due to a lack of cogent evidence as to loss, including the value of the assets and the comparative benefit of the alternative transaction they entered into after the SPA’s collapse. Allegations of deceit and misrepresentation were also dismissed for want of proof.

Both the claim and counterclaims were dismissed. The full judgment [2025] EWHC 2991 (Comm) may be found on the National Archives website (external link).

SFO v Smith (Thomas debarring application) (Mr Justice Henshaw) 5 November 2025

Enforcement; litigation funding; debarring orders; security for costs; abuse of process; PACCAR; res judicata

The Serious Fraud Office (SFO) and joint Enforcement Receivers sought to restrict Nicholas Thomas’s participation in an upcoming Enforceability Hearing, following protracted litigation concerning the proceeds of the Orb Litigation and the enforceability of the Harbour Investment Agreement. The dispute arose after Harbour Fund II LP, a litigation funder, applied to confirm the finality of its entitlements under a 2021 trial judgment, in light of the Supreme Court’s decision in PACCAR, which Thomas argued rendered Harbour’s funding agreement unenforceable.

Harbour contended that Thomas should be debarred from participating due to non-compliance with previous court orders, unsatisfactory disclosure regarding the involvement of Dr Gerald Smith, and unpaid costs. Alternatively, Harbour sought security for costs. Thomas argued that he had complied with the relevant orders, that his funding was independent, and that any involvement of Dr Smith was limited and non-controlling.

Mr Justice Henshaw held that while Thomas’s explanations regarding Dr Smith’s involvement were unsatisfactory, and some costs remained unpaid, outright debarring was not justified. The judge found that the PACCAR argument, though potentially abusive in context, raised a discrete legal issue meriting consideration. However, Thomas was ordered to provide security for costs of £200,000 as a condition of participation, reflecting the increased costs his cross-application would cause. The judgment emphasises the court’s discretion in managing abusive litigation conduct, the draconian nature of debarring orders, and the importance of proportionality and fairness in access to justice.

The full judgment [2025] EWHC 2876 (Comm) may be found on the National Archives website (external link).

RMK Maritime (Europe) Ltd & RMK Maritime Capital LLC v CMB.Tech NV (formerly Euronav NV) (Mr Justice Henshaw) 23 October 2025

Contract; quantum meruit; unjust enrichment; scope of advisory agreement; restitution; M&A advisory services; Commercial Court; interpretation; discretionary bonus; no oral modification; failure of basis; free acceptance;

The claimants, RMK Maritime (Europe) Ltd and RMK Maritime Capital LLC (“RMK”), sought US$11.68 million for M&A advisory work relating to Euronav’s 2018 merger with Gener8 Maritime Inc. RMK argued that its services exceeded the scope of a written Advisory Agreement and claimed restitution on the basis of unjust enrichment, asserting that Euronav had accepted additional services with an expectation of further payment.

Euronav denied that any services fell outside the contract, contending that the agreement encompassed all work performed and that any extra payment would be discretionary. The Court examined the contract’s wording, negotiations, and the parties’ conduct, finding that the Advisory Agreement was broad in scope, covering modelling, meetings, and other advisory work throughout the transaction. The agreement contained express provisions for written variation and a “no oral modification” clause, precluding claims for additional fees unless agreed in writing.

The judge rejected RMK’s arguments that its work constituted extra-contractual services or that there was a joint understanding of entitlement to further payment. Assurances given by Euronav were found to relate only to a possible discretionary bonus, not a legal right. The Court held that the contract displaced any claim in unjust enrichment, including on grounds of failure of basis or free acceptance. RMK’s claim was dismissed.

The full judgment [2025] EWHC 2739 (Comm) may be found on the National Archives website (external link).

JSC “Kazan Oil Plant” v Aves Trade DMCC (Bright J) 21 October 2025

Arbitration claim – time limit under s. 70(3) Arbitration Act 1996

A first-tier FOSFA arbitral decision was appealed to the FOSFA Board of Appeal.  C brought an arbitration claim appealing the FOSFA appeal award, more than 28 days after the appeal award was made but within 28 days of the result being notified to it.  It said that under s. 70(3) Arbitration Act 1996, it had 28 days from the date it was notified of the result of the FOSFA appeal process.

Held: Under s. 70(3) Arbitration Act 1996, C’s claim should have been commenced within 28 days of the FOSFA appeal award; not within 28 days of C’s notification of the result.

The full judgment [2025] EWHC 2713 (Comm) can be found on the National Archives website (external link).

Alta (Arcadia) v Bosworth (Mr Justice Henshaw) 21 October 2025

Amendment applications; strike-out; freezing order; causation; ‘own wrong’ principle; damages inquiry; dishonesty allegations; public policy; equitable compensation

The Claimants sought to strike out allegations of dishonesty made by the Defendants in an inquiry into damages following the discharge of a worldwide freezing order. The Defendants applied for permission to amend their statements of case to plead that the Claimants’ fraud allegations, used to obtain and maintain the freezing order, were themselves dishonest. The judgment reviews the legal principles governing permission to amend, striking out, stays of proceedings, and the assessment of damages under a cross-undertaking, with particular focus on causation and the ‘own wrong’ principle.

Mr Justice Henshaw concluded that the Defendants’ applications to amend should largely be allowed, and the strike-out application dismissed. The Defendants may plead that the Claimants cannot rely on their own dishonest allegations to defeat or reduce liability for losses caused by the freezing order, invoking public policy and fairness. The judgment finds this argument at least “well arguable” and suitable for trial, noting the developing nature of the law in this area. The Defendants’ related argument—that the counterfactual should assume the Claimants acted lawfully—is also permitted.

The “sole cause” argument, treating dishonesty as the only cause of loss, is allowed to proceed, though the judge expresses reservations. However, amendments proposing that, had the freezing order not been granted, third parties would have known the fraud allegations were unsustainable, are refused.

Further information requests are addressed, with the judge permitting some relating to the knowledge and approval of key individuals, but declining others as unnecessary or disproportionate.

The full judgment [2025] EWHC 2724 (Comm) may be found on the National Archives website (external link).

Global Fintech Investments Holding AG v Linklaters LLP (Dias J) (6 October 2025)

CPR Part 7.7 – whether inability of C to particularise claim fully justified an order for dismissal of the claim

D acted as legal advisor to a public company, F, in relation to an IPO in 2019.  Shortly after the IPO, F collapsed following the discovery of significant undisclosed debts indicative of widespread fraud and went into administration in March 2022.  C took an assignment from F’s liquidators of any claims that F might have against third parties including D.

C did not have direct access to the documents and information needed to allow it to investigate any potential claims fully but believed that it had a claim against D for failing to advise in relation to a number of untrue statements and omissions in the IPO Prospectus.  In March 2025, C notified D of the assignment and requested a standstill.  D declined to enter a standstill and C issued a Claim Form on 12 May (the last day of the limitation period) in order to protect time.  The Claim Form was not served immediately but D became aware of it through articles published in the legal press.

On 23 May, D served a notice under CPR Part 7.7(1) requiring C to serve the Claim Form or discontinue the proceedings by 6 June.  C did neither, but on 6 June wrote to D explaining that its investigations were still ongoing and that it was not yet in a position to serve the proceedings.  It invited D to discuss the claims over the coming weeks.  D did not reply and instead issued an application for dismissal of the claim pursuant to CPR Part 7.7(3).

The application was heard on 3 October.  Meanwhile, C had served the Claim Form on 12 September (the last day of its validity) and cross-applied for a 3-month extension of time for service of Particulars.

D’s principal argument was that the pursuit of the claim was abusive.  C had accepted on several occasions since before the issue of the Claim Form that it could not yet fully particularise its claim against D.  It followed that C could not possibly be aware of any proper basis for a claim against D and this was a blatant attempt by C to circumvent the limitation period and buy more time in order to see whether it could identify a claim.   By analogy with Nomura International v Granada [2008] Bus LR 1, the claim should therefore be dismissed.

Held:  D’s application would be refused.

A Rule 7.7 notice was a formal notice which carried formal consequences.  However, compliance with the notice was not mandatory in the sense that the rule imposed a positive obligation of compliance.  Non-compliance simply triggered the court’s discretion to impose a sanction, including dismissal of the claim.  A claimant who chose not to comply therefore acted at its peril.

Rule 7.7(3) required the court was to make such order as was just and appropriate.  This required consideration of all the circumstances which might include any inherent weakness or abusiveness in the claim.  However, the primary purpose of the rule was to sanction non-compliance with a Rule 7.7 notice, not to serve as a proxy for a Part 3.4 strike out application without the need to serve evidence in support.

In this case, the Claim Form articulated a coherent cause of action.  It was only required to set out brief details of the claim and did not need to be fully particularised prior to service of Particulars of Claim.  The lack of full particularisation at this stage was therefore not abusive.  Whether or not the claim as subsequently particularised could withstand a strike out application was a different question which could only be assessed after service of Particulars.  D should not be permitted to rely on the lack of particularisation prior to service as a reason for seeking dismissal of an otherwise plausible and coherent Claim Form.  Had it wished to do so, it should have issued an application to strike out.

C had nonetheless had the full benefit of the limitation period and the 4-month period for service of the Claim Form.  It had indicated that it could serve Particulars of Claim if required, and the just and appropriate order was to require it to do so and to refuse its application for an extension of time, even if the pleading would not be as fully particularised as had been hoped.

Alaska Airlines Inc v Virgin Aviation Limited (Foxton J) (3 October 2025)

Summary judgment – total failure of consideration – entire obligation – effect of no set-off clause

There was an exclusive licensing agreement between AA and VA under which VA licensed certain trademarks to AA. AA was obliged to pay a minimum licensing fee whether it used the trademarks or not. AA alleged that VA had committed a breach of the exclusivity obligation. VA applied for summary judgment for the minimum licensing fee up to the date when AA alleged that the agreement had been terminated. Held: VA was entitled to summary judgment:

1. AA’s claim that there had been a total failure of consideration by reason of the alleged loss of exclusivity was rejected. The agreement made it clear that the consideration for the payment was both the right to use the licence (which AA had continued to enjoy) and the right of exclusive use.
2. Had there been an arguable total failure of consideration, such that AA could have sued to recover the minimum licensing fee if paid, the no set-off clause would have prevented AA from relying on that argument as a defence, and AA would have been required to pursue that claim by independent action.
3. Entire performance of the exclusivity obligation was not a condition precedent to AA’s obligation to pay the minimum fee.

The full judgment [2025] EWHC 2505 (Comm) may be found on the National Archives website (external link).

Skatteforvaltningen (the Danish Customs and Tax Administration) v Solo Capital Partners LLP (in special administration) and others (Andrew Baker J) (2 October 2025)

Alleged fraud relating to Danish dividend tax refund claims – cum-ex share trading schemes – whether claimant tax authority’s claims proved

In his judgment upon the Main Trial in the SKAT litigation, Andrew Baker J concluded that the claims pursued by the claimant tax authority failed, having not been made good on the facts.

The full judgment [2025] EWHC 2364 (Comm) is published on the National Archives website (external link). A copy, together with a Press Summary issued by the judge, may also be downloaded on the judicial website.

Croda Europe Limited v Agroform Limited (Foxton J)  (30 September 2025)

Anti-suit injunction – contractual basis – quasi-contractual basis – vexatious and oppressive

D1-D4 commenced proceedings against C1 to C3 in Delaware for misuse of confidential information and trade secrets. There were contracts between C1 and both D1 and D2 under which the relevant information had been supplied to C1 which contained English EJCs. The court granted contractual ASIs so far as D1 and D2’s claims against C1 were concerned. On the evidence, the only rights which D3 could assert in the Delaware proceedings were derived by assignment from D1, and subject in D1’s hands to the EJC. D3’s proceedings against D1 were subject to ASI relief on the quasi-contractual basis. The court was not persuaded that the other claims were vexatious and oppressive and refused ASI relief. It ordered Ds to provide the court with the form of an amended complaint for the Delaware proceedings which would make it clear that those claims which were subject to ASI relief were no longer being pursued.

The full judgment [2025] EWHC 2462 (Comm) may be found on the National Archives website (external link).

Agrofirma Oniks LLC & Agro UG V LLC v ABH Ukraine Ltd & Ors (Dias J) (5 September 2025)

Contract – Jurisdiction – Service out – Derivative claims – Loan Participation Notes – CPR 6.33(2B) – Amendment application – Security for costs

Summary:
 This judgment concerns jurisdictional challenges by D1 and D2 to claims brought by the claimants in relation to unpaid Loan Participation Notes (LPNs).  The defendants had been served out of the jurisdiction without permission under CPR 6.33(2B).  They applied to challenge the court’s jurisdiction and to set aside service of the claim form.  The applications fell to be determined against the background of a pending late amendment application by the claimant which abandoned the original way in which the claim had been pleaded and instead advanced an entirely different basis of claim.

The court held that the original claims could not stand.  It was implicit in CPR 6.33(2B) that the defendant should be party to the contract containing the relevant jurisdiction clause or at least bound by it.  It was less clear whether the claimant also had to be party to the contract or whether, for example, a derivative claim might suffice but it was unnecessary to determine the point.  While the precise scope of the words “in respect of” in Part 6.33(2B) were not authoritatively settled, the court’s view was that the contract must at a minimum be foundational in the sense that the claimant had to plead and prove it in order to establish the claim.  It must also confer jurisdiction on the English court to hear the claim asserted by the claimant against the defendant.  The court doubted whether there was a separate merits threshold under Part 6.33(2B) given that the purpose of the provision was to permit service without permission.  Necessarily, therefore, the court was not concerned with the merits as such, although they might be relevant to the exercise of the court’s discretion if jurisdiction was challenged. 

In this case, the D1 was not party to any contract with the claimants and owed them no obligations. D2, although issuer of the LPNs, owed obligations only to the depository or trustee, not to the claimants, who were neither Noteholders nor beneficiaries under the relevant documents. There was therefore no good arguable case that the original claims could be brought within CPR 6.33(2B).

In relation to the proposed amendment, the judge declined to determine the amendment application at this stage, noting it had been served very late without good reason.  Furthermore, the claimants had failed to provide security for costs as earlier ordered by Bright J.  As a consequence, they were debarred from serving evidence in response to the jurisdiction applications and were limited to making legal submissions. The proposed amendments raised substantial and complex issues, which would require factual evidence as well as legal submission.  To allow the claimants to rely on the proposed amendment as an objection to the jurisdictional challenges would effectively allow them to circumvent the sanctions imposed by Bright J’s orders.  The amendment was insufficiently compelling to override this consideration (although it was not so weak as to justify peremptory dismissal).

In the event, the court set aside the claim form entirely as against both D1 and D2 and declared that it had no jurisdiction over them.  Fresh proceedings would need to be commenced if the claimants wished to pursue any reformulated claims against them.

The full judgment [2025] EWHC 2292 (Comm) may be found on the National Archives website (external link).

Google LLC v NAO Tsargrad Media and Others (Dias J) (2 September 2025)

Anti-suit injunctions – Anti-enforcement injunctions – Unless orders – Debarring orders – Summary assessment – Contumacious breach – Article 6 rights

On 22 January 2025, Henshaw J granted anti-suit and anti-enforcement injunctions to restrain breach by the defendants of various jurisdiction provisions.  He directed that there should be an inquiry as to damages caused to Google by those breaches and made an order for indemnity costs in favour of Google with a payment on account pending detailed assessment.

In breach of the injunctions, the defendants failed to withdraw enforcement proceedings in multiple jurisdictions.  Google applied for orders that unless the defendants complied fully with the injunctions within 14 days, (i) they should be debarred from participating in the inquiry as to damages (ii) Henshaw J’s costs orders should be varied  to provide for summary rather than detailed assessment (Pipia relief); and (iii) the defendants should be debarred from participating in that assessment.

Dias J found that the non-compliance (which was not disputed) was deliberate, inexcusable and unacceptable, and that the defendants had a settled intention to continue to disregard the injunctions.  In the circumstances a debarring order in relation to the inquiry was justified since there was no real prospect of meaningful engagement by the defendants.   The defendants’ Article 6 rights would not thereby be infringed since any lack of access to the court would be the result of their own conscious decision to ignore the injunctions.  Moreover, they had already served a witness statement raising certain objections to the damages claimed which the claimants would have to address in any event.  Any concerns were outweighed by the public interest in sanctioning disobedience to court orders. 

In relation to costs, the court held that there was no realistic prospect that the defendants would engage with the assessment process so as to justify a full detailed assessment.  It was therefore appropriate to order that, failing compliance with the injunctions within 14 days, Henshaw J’s orders should be varied to provide for a summary assessment on the papers rather than detailed assessment.   Nonetheless, even a contumacious defendant was entitled to due process and the court declined to proceed to an immediate assessment of costs but ordered that the defendant should be entitled to put in short written submissions on the claimants’ costs schedule.

A declaration of breach was granted for the assistance of any foreign courts in which enforcement was sought by the defendant.

The full judgment [2025] EWHC 2283 (Comm) may be found on the National Archives website (external link).

Federal Republic of Nigeria v Williams (Mr Justice Henshaw) 26 August 2025

Keywords: Anti-enforcement injunction; fraud; enforcement of English judgment; comity; vexatious and oppressive conduct; US proceedings; Senior Courts Act 1981; delay; cross-jurisdictional enforcement.

The claimants, the Federal Government of Nigeria and its Attorney General, sought to set aside a default judgment obtained by Dr Williams in 2018 for nearly US$15 million, alleging it was procured by fraud. Dr Williams had commenced enforcement proceedings in the US District Court for the Southern District of New York, seeking recognition and enforcement of the English judgment. The claimants defended those proceedings, asserting the underlying claim was dishonest and based on forged documents. After an unsuccessful motion to dismiss in the US, the claimants applied in England for an anti-enforcement injunction (AEI) to restrain Dr Williams from pursuing enforcement in the US pending the outcome of the English fraud proceedings.

Mr Justice Henshaw reviewed the principles governing AEIs, confirming the English court’s power to grant such relief to restrain enforcement of its own judgments abroad, particularly where fraud is alleged. He emphasised that while AEIs are rarely granted due to considerations of comity and delay, the present case was exceptional: the US court had expressly agreed to abide by the English court’s decision on the AEI, and the injunction was necessary to protect the integrity of the English court’s processes and prevent the risk of its judgment being used as an instrument of fraud.

Applying the relevant test, the judge found a compelling case that enforcement by Dr Williams before the fraud claim was determined would be vexatious and oppressive. The balance of justice favoured the claimants: they risked irrecoverable loss if enforcement proceeded, whereas Dr Williams would only suffer delay, with interest accruing and a cross-undertaking in damages in place. The judge rejected arguments based on delay and Dr Williams’ personal circumstances, concluding that the interests of justice required the grant of the AEI.

The full judgment [2025] EWHC 2217 (Comm) may be found on the National Archives website (external link).

LLC EuroChem North-West2 v Société Générale SA (Mr Justice Bright) 31 July 2025

Performance bonds – place of performance – illegality under law of place of performance – rule in Ralli Brothers

Performance bonds were issued by banks in France and Italy, subject to English law.  C1, a Russian company, was the beneficiary under each bond. C2 is C1’s indirect owner and the assignee of the bond proceeds.  Both are part of a group founded by a Russian who is designated under EU sanctions regulations.  C1 made demands under the bonds.  The banks refused to pay because of the EU sanctions.

Held: C1 and C2 are both owned by Mr Melnichenko.  C1 is controlled by Mr Melnichenko.  The bonds are frozen by Article 2(1) of Regulation 269/2014 and it would be illegal for the banks to pay, under the law of France or Italy (being the places of performance), by reason of EU Regulation 269/2014 and/or EU Regulation 833/2014.  The bonds therefore are not enforceable as a matter of English law, by reason of the rule in Ralli Brothers and/or as a matter of public policy.

The full judgment [2025] EWHC 1938 (Comm) is found on the National Archives website (external link).

Sino East Transportation Ltd v Grand Amazon Shipping Ltd (Mr Justice Henshaw) 30 July 2025

Arbitration; implied indemnity; cargo claims; inherent vice; Arbitration Act 1996 section 69; Inter-Club Agreement; time charter; PRC court judgment;

The claimant, Sino East Transportation Ltd (“Charterers”), appealed under section 69 of the Arbitration Act 1996 against an arbitration award requiring them to indemnify Grand Amazon Shipping Ltd (“Owners”) for losses arising from a PRC court judgment. The losses stemmed from damage to a cargo of soyabeans, found by the tribunal to be due to inherent vice, though the PRC court held Owners liable for failing to take adequate care. The central legal issue was whether the implied indemnity under a time charter extends to liability imposed by a foreign court following carriage of a lawful, permitted cargo affected by inherent vice.

The Charterparty incorporated the NYPE 1946 form and the Inter-Club Agreement (ICA), but the tribunal found the ICA did not apply to court judgments, only to settled claims. Owners’ claim under the ICA failed, but succeeded under the implied indemnity. The tribunal held that the loss was not an ordinary trading risk Owners had agreed to bear, and that Charterers’ orders to load and carry the cargo were the effective cause of the loss.

On appeal, Charterers argued that the implied indemnity should not apply to ordinary cargo claims, especially where liability was wrongly imposed by a foreign court, and that the ICA provided a complete code for cargo claims. Mr Justice Henshaw rejected these arguments, holding that the implied indemnity is of general application and not limited to unusual risks or to cases where the bill of lading terms are more onerous than the charterparty. The judge found no error of law in the tribunal’s conclusion that Owners had not expressly or impliedly agreed to bear the risk of liability for cargo damage caused by inherent vice, and that Charterers’ orders were the effective cause of the loss.

The appeal was dismissed. The judgment clarifies that, absent express agreement, time charterers may be liable to indemnify owners for losses arising from compliance with their orders, even where liability is imposed by a foreign court and the cargo is affected by inherent vice.

The full judgment [2025] EWHC 1990 (Comm) may be found on the National Archives website (external link).

Axa France IARD SA v Santander Cards UK Ltd (Dias J, 25 July 2025)

Historic mis-selling of PPI insurance – Settlement Agreement – Indemnity – Contribution Act 1978 – Negligence – Regulatory liability –– Limitation

Summary:

This case concerned AXA’s claim to recover over £500 million paid out in redress and associated costs arising from the historic mis-selling of store card payment protection insurance (PPI) policies prior to 14 January 2005.  The policies were underwritten by AXA’s predecessors and sold by predecessors of Santander.

The judge found systemic failings in Santander’s sales practices, including failure to explain the nature of the cover or obtain proper consent to purchase of a policy.  The court rejected Santander’s argument that AXA’s losses were caused by its own failings, finding that AXA had no realistic ability to control or monitor the sales process.  GECB (Santander’s predecessor) had the dominant role in product design and sales, and only GECB had relationships with the store retailers, from which AXA’s predecessors were excluded.

AXA argued that Santander was liable to reimburse all or part of AXA’s payments under a Settlement Agreement concluded in 2015, alternatively pursuant to an indemnity clause in an Agency Agreement concluded in 2000, alternatively pursuant to the Civil Liability (Contribution) Act 1978, alternatively in negligence.

The court held that no binding settlement was reached in 2015.  However, the indemnity clause applied in principle in relation to all PPI policies sold by Santander on behalf of AXA, including those sold prior to the date of the Agency Agreement, and entitled AXA to recover indemnity from Santander in respect of redress payments and FOS fees.  Claims for administrative costs and payments made under a global settlement with the Official Receiver were not covered by the indemnity provision.

The Contribution Act claim was dismissed since AXA had no relevant liability to customers for the purposes of the Act.  A contingent counterclaim by Santander based on apportionment under the Act therefore also fell away.  The negligence claim succeeded in principle, save for the claim in respect of the settlement with the Official Receiver, but was time barred in respect of policies sold prior to 7 December 2002.  No deduction fell to be made for contributory negligence.

The court provided guidance on the assessment of individual complaints, applying default presumptions based on systemic failings.  Where customers alleged that they were unaware they were even entering into a policy or that they were not given adequate information, or that they were not referred to the written Summary of cover prior to conclusion of the sale such assertions could be accepted in the absence of contrary evidence.

The full judgment [2025] EWHC 1881 (Comm) may be found on the National Archives website (external link).

JP Morgan International Finance Limited v WeRealize.Com  (Mr Justice Foxton 18 July 2025)

Anti-suit injunction – covenant not to sue – application of EJC to other party’s affiliates – whether foreign proceedings vexatious and oppressive

JPM and WRL were parties to an SHA in respect of their shareholdings in V, a Greek company which was also a party to the SHA. The SHA was governed by English law and  provided for the exclusive jurisdiction of the English courts. Each of JPM and WRL appointed directors of V. Clause 33 of the SHA provided that each party agreed that the Representatives of the other party (which it was common ground included the directors of V appointed by the other party) would not be liable to them in tort save for fraud and fraudulent misrepresentation. The Representatives were expressly made parties to clause 33, but not to any other provisions of the SHA.

JPM sued the directors appointed by WRL (“the Directors”) in Greece under a Greek law cause of action for intentionally causing loss contrary to good morals, a provision which can be used by minority shareholders to obtain relief (“the Greek Proceedings”). Clause 33 of the SHA did not provide a valid defence to that claim under Greek law.

WRL and the Directors sought to restrain the Greek Proceedings by ASI relief on a variety of grounds.

Held:

1. The Directors were entitled to ASI relief on the basis that clause 33 of the SHA providing that they should have no liability to JPM save in limited circumstances contained an implied covenant by JPM not to sue the Directors in a jurisdiction which would not recognise the agreement for non-liability.
2. JPM’s argument that clause 33 was limited to pre-contractual claims or did not apply to the claims asserted in the Greek Proceedings because they were sufficiently similar to claims in fraud or fraudulent misrepresentation was rejected.
3. WRL/the Directors’ alternative arguments that the EJC in the SHA gave the Directors a contractual right to be sued only in E&W, or amounted in substance to a claim against WRL in breach of the EJC ,or that JPM had promised WRL that the Directors would only be sued in E&W was rejected.
4. The Court rejected the arguments that the Greek Proceedings were vexatious and oppressive: JPM had not brought the Greek Proceedings with an abusive purpose; the Greek Proceedings did not amount to an impermissible circumvention of the EJC between JPM and WRL; nor on the basis that the Greek Proceedings were vexatious as an impermissible attempt to avoid clause 33 of the SHA.

The full judgment [2025] EWHC 1842 (Comm) may be found on the National Archives website (external link).

Urania Shipping Company Ltd v Nordtrade SIA & Nordtrade Tasimacilik Tic. AS (Mr Justice Henshaw) 18 July 2025

Keywords: Default judgment; CPR 13.3; warranty of authority; charterparty; substituted service; relief from sanctions

The Second Defendant (“D2”), Nordtrade Tasimacilik Tic. AS, applied pursuant to CPR Part 13.3 to set aside a default judgment dated 24 January 2025 in favour of the Claimant, on the ground that it had a real prospect of success in defending the claim.

The dispute arose out of a voyage charterparty in respect of the vessel “IDA”, actually or purportedly entered into between the Claimant and a Turkish company, BFT Wood Products Agriculture Food Machinery Medical Industry and Foreign Trade LLC (“BFT”).  BFT’s director subsequently disclaimed the alleged charterparty, though BFT subsequent acquired the cargo, ostensibly at least pursuant to a further transaction.  The Claimant has sued the Defendants, which are Latvian and Turkish companies in the same group of companies as each other, for breach of warranty of authority, though the Claimant had so far not succeeded in serving the First Defendant (“D1”).

Mr Justice Henshaw reviewed the factual background, including the roles of the Nordtrade entities, the negotiation and execution of the charterparty, and subsequent disputes over payment and authority. The judge noted that the communications at issue were sent on behalf of “Nordtrade Ltd”, a name not corresponding to any actual company but possibly a loose translation of D1’s name. The evidence did not clearly establish that D2 had given any warranty of authority. The use of D2’s bank account for payments was explained as a pragmatic arrangement rather than evidence of D2’s role as broker.

The judge also considered whether BFT had authorised the charterparty. While there were questions about the authenticity of signatures and stamps, the documents on their face indicated BFT’s involvement, and prior dealings suggested possible authority by course of conduct. The judge found D2 had a realistic prospect of defending the claim on both the warranty of authority and lack of authority issues.

On procedural matters, D2 was found to have applied promptly to set aside the judgment once aware of it. While D2’s failure to ensure service was a serious breach, the claimant’s approach to service and notification was also open to criticism. The judge concluded that the litigation could still be conducted efficiently and justly if the judgment were set aside.

Held: The application to set aside the default judgment succeeded, subject to consideration of whether a joint Defence should be required. The full judgment [2025] EWHC 1835 (Comm) may be found on the National Archives website (external link).

Arcadia (Alta) v Bosworth (strike-out) (Mr Justice Henshaw) 18 July 2025

Keywords: Freezing order; strike-out application; dishonesty allegations; causation; mitigation; aggravated damages; public interest

The Claimants, members of the Arcadia Group, sought to strike out allegations of dishonesty made by the Defendants in the context of an inquiry into damages caused by a freezing order granted in 2015 and discharged in 2025. The Defendants argued that these allegations were relevant to several issues, including causation, mitigation, and aggravated damages.

Mr Justice Henshaw held that while many of the Defendants’ arguments did not require the dishonesty allegations to be investigated, the allegations might be relevant to questions of causation. Specifically, the court recognised that if the freezing order was obtained dishonestly, this could affect the assessment of losses suffered by the Defendants, as it might be unjust to allow the Claimants to rely on the reputational effect of allegations they knew to be false. The judge found that the Defendants should be given an opportunity to clarify and plead their position on this point, and adjourned the strike-out application to allow this.

The judgment also addressed other grounds advanced by the Defendants, including the relevance of the dishonesty allegations to the policing and variation of the freezing order, mitigation, aggravated damages, interest, costs, and public interest. However, the judge concluded that these grounds, taken alone, did not justify allowing the dishonesty allegations to remain in the inquiry, particularly given considerations of proportionality and the risk of satellite litigation.

The full judgment [2025] EWHC 1837 (Comm) may be found on the National Archives website (external link).

Trans Trade RK SA v State Food and Grain Corporation of Ukraine (Mr Justice Andrew Baker, 17 July 2025)

FOB contracts, payment ‘cash against documents’ with dated payment deadline – whether price payable “on a day certain irrespective of delivery” (Sale of Goods Act 1979, s.49(2)) – Arbitration Act 1996, ss.57, 69, 70(2)(4), CPR PD62, para 12.6   – procedure and substance for respondents to s.69 appeals

 A GAFTA Board of Appeal upheld claims under s.49(2) of the Sale of Goods Act 1979 for the price of goods shipped under contracts for the sale of Ukrainian Feed Corn, 2020 crop, f.o.b. Chernomorsk, payment “via bank transfer on CAD (cash against documents) basis, in full accordance with a commercial invoice from the Seller and by the 1^st September 2021 (inclusively) against scan-copies of cargo documents … provided to Buyer’s email, but in any case before breaking bulk”.

Under s.69 of the Arbitration Act 1996, the buyer was granted leave to appeal, and appealed, contending that the price was not payable ‘on a day certain’ or ‘irrespective of delivery’, so that (either way) no claim for the price could be maintained under s.49(2) of the 1979 Act, inter alia relying on Shell-Mex, Ltd v Elton Cop Dyeing Co, Ltd (1928) 34 Com Cas 39, Stein Forbes & Co v County Tailoring Co (1916) 115 L.T. 215, and Muller Maclean & Co v Leslie & Anderson (1921) 8 Ll. L. Rep. 328. The seller argued that s.49(2) applied, relying on Readie Construction Ltd v Geo Quarries Ltd [2021] EWHC 3030 (QB) and CE Energy DMCC v Ultimate Oil & Gas DMCC [2025] EWHC 297 (Comm).

The seller also argued that the appeals were ‘procedurally flawed’, contending that the buyer’s complaints about the awards meant that it could and should have sought a remedy under s.57 or s.70(4) of the 1996 Act, so the appeals were premature (see s.70(2) of the Act).

In the alternative, the seller argued that if the Board of Appeal had erred in law, the awards should be remitted under s.69(7) of the 1996 Act for the Board to consider a possible damages claim of the kind contemplated by Benjamin’s Sale of Goods, 12^th Ed. (2024) at 16-029. The buyer said that argument was not open to the seller because (a) it had not been raised in a respondent’s notice pursuant to CPR PD62 para 12.6(2) and (b) no such claim had been made in the arbitrations.

Held:

• The appeals were not procedurally flawed. The Board of Appeal’s reasons were brief, but clear enough, and sufficient, for the court to be able properly to consider the appeals.

• The seller’s alternative argument was inadmissible, since it sought to introduce in response to a s.69 appeal a different claim, not made in the arbitration, for which the seller would need findings of fact it had not sought from the Board of Appeal: The Mary Nour (No.2), CTI Group Inc v Transclear SA [2007] EWHC 2340 (Comm), Cottonex Anstalt v Patriot Shipping Mills Ltd [2014] EWHC 236 (Comm), and MUR Shipping BV v RTI Ltd [2022] EWHC 467 (Comm) applied.

• The payment date fixed by the payment clause meant the price was payable ‘on a day certain’ on either side’s case as to the meaning of that phrase in s.49(2).

• However, the price was not payable ‘irrespective of delivery’ within the meaning of s.49(2): Stein Forbes and Muller Maclean followed; Readie Construction not followed.

• Obiter, the seller having not opposed the application for leave to appeal under s.69, CPR PD62 para 12.6(2) had not required a respondent’s notice, so the seller would not have required permission to pursue its alternative argument, if it had been admissible, although had permission been required it would have been refused, since on that hypothesis the seller’s desire to pursue the argument would have come over eight months out of time with no adequate explanation for the delay.

 The full judgment [2025] EWHC 1803 (Comm) may be found on the National Archives website (external link).

Commercial Bank of Dubai & Ors v Abdalla Juma Al Sari & Ors [2025] EWHC 1810 (Comm) (Calver J) 15 July 2025

Sham – House of Spring Gardens v Waite (No 2) – Preclusion – Foreign Judgment Obtained by Fraud

This case concerns two sham arrangements designed to benefit the Al Sari family. Firstly, a sham tenancy agreement that granted a perpetual, undervalued lease of the Bridge Properties to an Al Sari company and family members, and secondly fabricated “Globe Documents” that falsely created a £115 million debt owed by the BVI Companies to Globe. Globe pursued legal action in Sharjah, UAE, based on these documents, initially losing when the court found them fabricated, but later winning on appeal(s) (“the Globe Appeal Judgments”). The key issues in these proceedings were whether the Tenancy Agreement and Globe documents were authentic documents or not, whether the First Globe Appeal Judgment was obtained by fraud, and whether the Bank and/or the BVI Companies were precluded from pursuing their fraud claim, despite the application of Abouloff v Oppenheimer (1882) 10 QBD 295, by reason of their having petitioned for reconsideration of the First Globe Appeal Judgment which led to the Second and Third Appeal Judgments in Sharjah (“the preclusion issue”). The preclusion issue required a consideration of House of Spring Gardens Ltd v Waite (No 2) [1991] 1 QB 241.The court found both the Tenancy Agreement and the Globe Documents to be uncommercial shams entered into without the authority of the BVI Companies. The court also drew adverse inferences from the Defendants’ failure to participate in the proceedings and to call key witnesses. The Court concluded that the First Globe Appeal Judgment was procured by fraud and would likely not have been made in Globe’s favour in the absence of the sham Globe Documents. The court held that neither the Second nor the Third Globe Appeal Judgment constituted a second and separate action of the type posited in House of Spring Gardens but rather amounted to a procedural mechanism for the same court to reconsider its judgment. The Second and Third Appeal Judgments were accordingly not capable of barring a fraud claim in this jurisdiction. The court accordingly made declarations that (i) the First Globe Appeal Judgment was obtained by fraud; and (ii) the Tenancy Agreement, Addendum and Globe Documents are shams, were made without authority and are void and of no effect. Exercising its discretion, the court also granted an anti-enforcement injunction to restrain Globe from taking any steps to enforce the First Globe Appeal Judgment.

The full judgment may be found on the National Archives website (external link).

Trafigura Pte Ltd v El Soobat Energy Co Ltd (Mr Justice Henshaw) 4 July 2025

Keywords: summary judgment; breach of contract; demurrage; mitigation; enforcement; Sale of Goods Act 1979; English jurisdiction

The claimant, Trafigura Pte Ltd, sought summary judgment against El Soobat Energy Co Ltd for sums due under a contract for the sale of gasoline. The contract, governed by English law and jurisdiction, required the defendant to make advance payment for the cargo. The defendant failed to pay the full amount, making only partial payments, and ultimately indicated it could not perform the contract. Trafigura terminated the contract and, facing a lack of alternative buyers due to Sudanese government restrictions and threats of expropriation, resold the product to Sudan Petroleum Company via swap agreements, incurring a loss compared to the original contract price.

The defendant was properly served but did not participate in the proceedings. Mr Justice Henshaw granted permission to apply for summary judgment, noting that such a judgment would be more readily enforceable internationally than a default judgment, particularly in Sudan, where final and conclusive judgments are required for enforcement.

The court found that the defendant had no real prospect of defending the claim. The contract’s validity was undisputed, the defendant’s breach was clear, and the steps taken by the claimant to mitigate loss were reasonable in the circumstances. The measure of damages was the difference between the contract price and the price achieved on resale, in accordance with section 50 of the Sale of Goods Act 1979. The defendant was also liable for demurrage and interest. There was no compelling reason for a trial, as there were no disputed facts or viable defences.

Summary judgment was granted for the claimant, including interest and costs, with costs summarily assessed at £190,000. The judgment provides a clear example of the application of summary judgment principles where the defendant fails to engage and the claimant’s mitigation steps are reasonable and well-evidenced.

The full judgment [2025] EWHC 1684 (Comm) may be found on the National Archives website (external link).

AAA v BBB & Ors (consequential matters) (Mr Justice Henshaw) 4 July 2025

Keywords: Arbitration; Worldwide Freezing Order; Collateral Use; Full and Frank Disclosure; Section 44 Arbitration Act 1996; Jurisdiction; Dissipation Risk; Sanctions for Non-Disclosure

The judgment concerned a consequentials hearing following an earlier decision in which Mr Justice Henshaw held that the time for serving the claim form had expired before the Worldwide Freezing Order was granted and served. The court found that grounds for a retrospective extension of time were not met, and the Claimant had failed to disclose material facts on the extension application. As a result, both the claim form and the extension order were set aside, and the Worldwide Freezing Order discharged.

The Claimant sought a stay of the discharge, a new interim freezing order, and permission for collateral use of materials obtained under the original order. These materials had been used in related arbitration and proceedings abroad, in breach of the collateral use undertaking. The Claimant later limited their application to permission to use these materials for a new freezing order application. The Defendants opposed, arguing that the breaches warranted refusal of any new order and that the court lacked jurisdiction.

Mr Justice Henshaw agreed, finding no urgency to justify a new freezing order under section 44 of the Arbitration Act 1996, and noting the absence of evidence of asset dissipation by BBB despite long-standing notice of proceedings. The Claimant had ample opportunity to seek the tribunal’s consent for urgent relief but failed to do so. The court also found it inappropriate to grant relief where the defendant appeared to have no assets in England and Wales.

Serious and culpable breaches of the duty of full and frank disclosure were identified, including failure to disclose the expired claim form and other material facts. The court emphasised that the usual sanction for such breaches is discharge and refusal to renew injunctive relief, especially in freezing order cases. The evidence did not support a risk of dissipation, and the financial position of CCC further undermined the Claimant’s case.

Permission for collateral use was refused, both retrospectively and prospectively, as it would allow the Claimant to retain benefits from orders wrongly obtained. The Claimant failed to show special circumstances justifying release from the collateral use undertaking.

The application was therefore refused in full. The full judgment [2025] EWHC 1763 (Comm) may be found on the National Archives website (external link).

AAA v BBB & Ors (Mr Justice Henshaw) 30 June 2025

Arbitration; worldwide freezing order; extension of time for service of claim form; CPR 7.6; CPR 62.4(2); material non-disclosure; jurisdiction; non-party defendants;

The claimant AAA obtained a worldwide freezing order (“WWFO”) against BBB, in support of a Latvian-seated arbitration, at a without notice hearing. BBB applied to set aside the claim form and the WWFO, arguing that the claim form had expired before service, that the court lacked jurisdiction to extend time retrospectively, and that there had been material non-disclosure. Several non-cause of action defendants also challenged the WWFO on grounds including lack of jurisdiction and not being parties to the arbitration agreement.

Mr Justice Henshaw found that the claim form had indeed expired before the WWFO was granted and served, and that the requirements for a retrospective extension under CPR 7.6(3) were not met. The claimant had not taken all reasonable steps to serve the claim form within the required period, nor acted promptly in seeking an extension. The evidence and application failed to address the mandatory criteria, and the claimant’s representatives misunderstood the significance of timely service. The judge emphasised that the rules governing service and extension are strict, and that the court’s discretion is limited by the “only if” wording of CPR 7.6(3).

Further, there was material non-disclosure: the court was not informed that the claim form had expired, a fact which was fundamental to jurisdiction. The claimant’s submissions that service could be deferred for tactical reasons, or that court staff could impliedly extend time, were rejected. The judge also noted that the claimant did not act with urgency and failed to progress the application swiftly.

As a result, the claim form and the order extending time were set aside, and the WWFO discharged.

Henshaw J stated that it was not necessary for him to determine the further questions of whether there is power under section 44(2)(e) of the Act or under PD6 § 3.1(3) to grant a freezing order against a non-party to an arbitration agreement.  The answer to those questions depended mainly on the effect, at least as a matter of comity, and the correctness, of the observations in Cruz City 1 Mauritius Holdings v Unitech [2014] EWHC 3704 (Comm), DTEK Trading v Morozov [2017] EWHC 94 (Comm) and A v C [2020] EWCA Civ 409 and the decision in Trans-Oil International v Savoy Trading [2020] EWHC 57 (Comm).  There was also a question about whether a positive answer to the questions would in some way undermine the transitional provisions in the Arbitration Act 2025, section 9 of which will, when in force, resolve any remaining uncertainty.

The full judgment [2025] EWHC 1647 (Comm) may be found on the National Archives website (external link).

Haroun v  Qatar National Bank QPSC (Foxton J) 26 June 2025

Challenge to jurisdiction – summary judgment loan agreements – Qatari law

The court gave summary judgment against C on his claims to recover damages for alleged unlawful means conspiracy arising from events in Qatar. The claims were time barred under Qatari law (which was the applicable law) and in any event the Claimant had no right to assert the claims, which involved rights of action on the part of companies not before the court.

The full judgment [2025] EWHC 1588 (Comm) may be found on the National Archives website (external link).

Ocean Clap Shipping Ltd & MT Kailash Sarl v Global Offshore Services BV & Global Offshore Services Ltd (Butcher J) 26 June 2025

Contract – Bareboat charterparty – Guarantees – Default – Alleged oral agreement – Waiver – Estoppel – Period of Guarantee

Claims arose from defaults under bareboat charterparties for two vessels. Defendants argued that a ‘General Agreement’ cancelled the contracts and guarantees, or alternatively that waiver or estoppel applied. The court found no such agreement, waiver or estoppel. Charterers and guarantors were held liable for over US$ 90 million in total, including interest. The judgment clarifies that the guarantees responded notwithstanding that no claim had been made during the stated guarantee periods.

The full judgment [2025] EWHC 1591 (Comm) may be found on the National Archives website (external link).

V and N -v- K and K -v- V and N (Calver J) 19 June 2025

The case involves an LMAA arbitration claim challenging a Partial Final Award made by LMAA arbitrators on 12 August 2024.

Case Overview

• Neutral Citation Number: V and N v K [2025] EWHC 1523 (Comm)
• Court: High Court of Justice, King’s Bench Division, Commercial Court
• Judge: Mr. Justice Calver
• Date: 19 June 2025

Background

• The case involves an LMAA arbitration claim challenging a Partial Final Award made by LMAA arbitrators on 12 August 2024.
• The dispute centres around a Memorandum of Agreement (MOA) for the sale of a vessel, which was terminated by K due to sanctions imposed on V by the US Office of Foreign Assets Control (OFAC).

Key Issues

1. Service of Arbitration Claim Form: Whether the Claimants’ service of the Arbitration Claim Form should be retrospectively validated.
2. Extension of Time: Whether K should be granted an extension of time to serve its application to set aside a previous order extending time for the Claimants.
3. Challenge to the Award: Various grounds under sections 67 and 68 of the Arbitration Act 1996, including allegations of apparent bias and procedural unfairness.

Court’s Findings

• Service of Claim Form: The court found that the Claimants failed to properly serve the Arbitration Claim Form within the required time frame and did not take reasonable steps to rectify this.
• Apparent Bias Allegations: The court rejected the Claimants’ allegations of apparent bias against the arbitrators, finding no evidence of partiality or procedural unfairness.
• Substantive Jurisdiction: The court upheld the Tribunal’s jurisdiction and found no grounds to set aside the Award under section 67.
• Serious Irregularity: The court found no serious irregularity affecting the Tribunal, the proceedings, or the Award under section 68.

Conclusion

• The Claimants’ challenges under sections 67 and 68 of the Arbitration Act 1996 were dismissed.
• The court refused to validate the service of the Arbitration Claim Form retrospectively.
• The Tribunal’s Partial Final Award in favour of K was upheld.

Read the summary (Word doc) and full judgment (PDF), and find the full judgment on the National Archives website (external link).

V and N v KEWHC 1523 (Comm) (Calver J) 19 June 2025

Arbitration – Service of Claim Form – Extension of Time – Apparent Bias – Procedural Unfairness – Substantive Jurisdiction – Serious Irregularity

The case involves an LMAA arbitration claim challenging a Partial Final Award made by LMAA arbitrators on 12 August 2024. The dispute centers around a Memorandum of Agreement (MOA) for the sale of a vessel, which was terminated by K due to sanctions imposed on V by the US Office of Foreign Assets Control (OFAC). The key issues include the service of the Arbitration Claim Form, the extension of time for K to serve its application, and various grounds under sections 67 and 68 of the Arbitration Act 1996, including allegations of apparent bias and procedural unfairness. The court found that the Claimants failed to properly serve the Arbitration Claim Form and did not take reasonable steps to rectify this. The court rejected the allegations of apparent bias and upheld the Tribunal’s jurisdiction, finding no grounds to set aside the Award under section 67. The court also found no serious irregularity affecting the Tribunal, the proceedings, or the Award under section 68. The Claimants’ challenges were dismissed, and the Tribunal’s Partial Final Award in favor of K was upheld.

The full judgment may be found on the National Archives website (external link).

Eraaya Lifespaces Limited v Elara Capital PLC (Cockerill J) 18 June 2025

Contract – Interim Mandatory Injunction – Bond Issuance – Proprietary Rights – Joinder Application – Collateral Use

Eraaya Lifespaces Limited (“Eraaya”) sought an interim mandatory injunction against its agent Elara Capital PLC (“Elara”) to compel Elara to confirm the transfer of $40 million from a bond issuance to Eraaya. Bondholders and Elara opposed this on the basis that there was no unqualified obligation and there were strong claims against Eraaya by the Bondholders. Eraaya also sought to oppose the joinder of the Bondholders to the proceedings. Elara and the Bondholders sought declarations that there had been no collateral use of disclosed documents or retrospective permission to use the documents

The court found that Eraaya’s claim was not strong enough to warrant the extraordinary relief of an interim mandatory injunction. The court also determined that the bondholders had an arguable proprietary claim to the funds. Based on this, other claims and the overlap of the arguments which would arise the court and granted the Bondholders joinder to the proceedings. Additionally, the court addressed the issue of collateral use, finding that while there was a breach, it was not deliberate and arose in circumstances where on balance retrospective permission for the use of the documents could and should be granted.

The full judgment may be found on the National Archives website (external link).

AerCap Ireland Ltd v AIG Europe SA and Other Actions: Russian Aircraft Lessor Policy Claims (Butcher J) 11 June 2025

Insurance – Aviation – Contingent and Possessed Cover – All Risks and War Risks – Loss

The claimants leased aircraft to Russian airlines. As a result of sanctions imposed following the Russian invasion of Ukraine in February 2022 and Russian counter-measures, the claimants were unable to extract their aircraft from Russia. They accordingly sought an indemnity from the defendants, their insurers, under their Lessor Policy insurances. The Lessor Policies provided ‘contingent’ cover, which was broadly intended to respond when the operator’s own insurance failed to do so, and ‘possessed’ cover, which was broadly intended to respond when the aircraft were in the lessor’s own possession. Each claimant had separate ‘all risks’ and ‘war risks’ covers.

The defendant insurers defended the claim on the grounds that the terms of neither the contingent nor the possessed covers had been met in this case; that the aircraft in question had not been lost to the claimants; and that in any event, US and EU sanctions prohibited them from indemnifying the claimants. Moreover the ‘all risks’ insurers argued that the aircraft remained in Russia as the result of Russian government orders and actions, and therefore that the ‘war risks’ insurers should be liable; while the ‘war risks’ insurers argued that any loss had occurred due to a commercial decision of the Russian airlines, and therefore that the ‘all risks’ insurers should be liable.

Held:

1. That the aircraft had been lost as the result of a Russian government resolution on 10 March 2022;
2. That the contingent covers were engaged;
3. That US and EU sanctions did not prohibit the defendants from indemnifying the claimants;
4. That there was an operative ‘war risk’ from 5 March 2022, and that the loss on the 10 March 2022 followed in the ordinary course of events from that ‘war risk’; and that accordingly the aircraft were in the ‘grip of the peril’ from the 5 March 2022, such that the claimants were entitled to an indemnity in respect of the loss of their aircraft under insurances which were cancelled between 5 March 2022 and 10 March 2022.
5. The claimants were therefore entitled to an indemnity from their ‘war risks’ insurers.

The full judgment ([2025] EWHC 1430 (Comm)) may be found on the National Archives website (external link).

Read the summary (Word doc) and full judgment V and N v K [2025] EWHC 1523 (Comm) (PDF). The full judgment can also be found on the National Archives website (external link).

AerCap Ireland Ltd v AIG Europe SA and Other Actions
Russian Aircraft Lessor Policy Claims (Butcher J) 11 June 2025

Insurance – Aviation – Contingent and Possessed Cover – All Risks and War Risks – Loss

The claimants leased aircraft to Russian airlines. As a result of sanctions imposed following the Russian invasion of Ukraine in February 2022 and Russian counter-measures, the claimants were unable to extract their aircraft from Russia. They accordingly sought an indemnity from the defendants, their insurers, under their Lessor Policy insurances. The Lessor Policies provided ‘contingent’ cover, which was broadly intended to respond when the operator’s own insurance failed to do so, and ‘possessed’ cover, which was broadly intended to respond when the aircraft were in the lessor’s own possession. Each claimant had separate ‘all risks’ and ‘war risks’ covers.

The defendant insurers defended the claim on the grounds that the terms of neither the contingent nor the possessed covers had been met in this case; that the aircraft in question had not been lost to the claimants; and that in any event, US and EU sanctions prohibited them from indemnifying the claimants. Moreover the ‘all risks’ insurers argued that the aircraft remained in Russia as the result of Russian government orders and actions, and therefore that the ‘war risks’ insurers should be liable; while the ‘war risks’ insurers argued that any loss had occurred due to a commercial decision of the Russian airlines, and therefore that the ‘all risks’ insurers should be liable.

Held:

1. That the aircraft had been lost as the result of a Russian government resolution on 10 March 2022;
2. That the contingent covers were engaged;
3. That US and EU sanctions did not prohibit the defendants from indemnifying the claimants;
4. That there was an operative ‘war risk’ from 5 March 2022, and that the loss on the 10 March 2022 followed in the ordinary course of events from that ‘war risk’; and that accordingly the aircraft were in the ‘grip of the peril’ from the 5 March 2022, such that the claimants were entitled to an indemnity in respect of the loss of their aircraft under insurances which were cancelled between 5 March 2022 and 10 March 2022.
5. The claimants were therefore entitled to an indemnity from their ‘war risks’ insurers.

The full judgment ([2025] EWHC 1430 (Comm)) may be found on the National Archives website (external link).

CAFI Commodity & Freight Integrators DMCC v GTCS Trading DMCC (Mr Justice Henshaw) 3 June 2025

Arbitration; challenges based on arbitrators’ substantive jurisdiction, serious procedural irregularity and error of law; Arbitration Act 1996 sections 67, 68 and 69; agreement in second contract to treat first contract as void; GAFTA Appeal Award; GAFTA rules

The claimant sellers agreed to sell a cargo of wheat to the defendant.  Problems allegedly arose over payment due to sanctions.  The parties ultimately agreed a second contract, for the sale of the same cargo at a lower price, one term of which was that the first contract “is terminated and considered void”.  The second contract was performed.  However, the defendant buyers brought an arbitration claim against the claimant for damages for breach of the first contract, seeking damages representing the difference between the two contract prices.

The GAFTA First Tier Tribunal concluded that it had ‘no jurisdiction’ under the second contract (under whose arbitration clause no arbitration had been commenced) but that it should consider it as evidence.  It concluded that the buyers had, by entering into the second contract, waived their right to claim damages under the first contract.

The GAFTA Appeal Board reversed that decision and made a damages award against the seller.  It concluded that it had no jurisdiction to consider anything arising out of the second contract.  It considered the surrounding correspondence and concluded that the buyers had not waived any right to claim under the first contract. 

Henshaw J concluded that a dispute about whether the sellers were liable to buyers for breach of the first contract, or whether the parties had subsequently (in the second contract) reached an agreement to treat the first contract as void and thereby to waive any such liabilities as might have arisen, was a dispute arising out of or under the first contract (whether or not it might also fall within the second contract).  Accordingly the GAFTA Appeal Board had erred in finding that they lacked jurisdiction to consider the contractual effect of the second contract for that purpose.  Henshaw J rejected a submission that GAFTA rule 3.4, which requires a separate arbitration to be commenced in respect of each contract, and rule 7.2 (which would allow such separate arbitrations to be heard concurrently) altered that conclusion. 

Alternatively, Henshaw J found that, if the Appeal Board did lack jurisdiction to decide the contractual effect of the second contract, then it lacked jurisdiction to decide the waiver issue under the first contract, and exceeded its jurisdiction by purporting to do so.  Henshaw J made further alternative findings that there had been a serious procedural irregularity and/or the Appeal Board had erred in law, by holding the sellers liable notwithstanding a live issue as to whether the second contract, as a matter of contract, extinguished any such liability.

The full judgment [2025] EWHC 1350 (Comm) may be found on the National Archives website (external link).

Federal Republic of Nigeria & Anor v Louis Emovbira Williams (Mr Justice Henshaw) 8 May 2025

Default judgment; setting aside; fraud; abuse of process

The Federal Government and Attorney General of Nigeria brought a claim to set aside a default judgment granted by Moulder J on 9 November 2018, in proceedings brought against the claimants by the present defendant Dr Williams for US$14,986,791, on the ground that the judgment was obtained fraudulently.

Dr Williams applied to have the present action struck out on the grounds that it was an abuse of process. He submitted that is was a collateral attack on previous judgments; that the allegations of fraud now made were well known by 2012 but the claimants failed to plead them in the earlier proceedings; and that the action offended the Henderson v Henderson principle and was an abuse of process and vexatious.

Henshaw J concluded that the claim did not offend the applicable principles and should be allowed to proceed.  In particular, applying Takhar v. Gracefield Developments Ltd [2019] UKSC 13, the claimants did not allege fraud in the earlier proceedings (or any other proceedings), nor take a deliberate decision not to allege a known fraud or investigate a suspected fraud.  Rather, the evidence indicated that the claimants were not actually aware of the possibility of defending the proceedings on the ground of fraud, no consideration was given to doing so, and a fortiori no decision was taken not to do so.

The full judgment [2025] EWHC 1096 (Comm) may be found on the National Archives website (external link).

Alta Trading UK (formerly Arcadia Petroleum) & Ors v Bosworth & Ors (Mr Justice Henshaw) 8 May 2025

Worldwide freezing order; inquiry into damages; fortification; security for costs

Following the dismissal of the Claimants’ claims against the Defendants (see summary below of 22 January 2025 judgment), the Claimants accepted that a worldwide freezing order they had obtained at the outset of the litigation in 2015 should be discharged, and that there should be an inquiry into damages.  The two groups of active Defendants already had the benefit certain levels of security for costs and/or standing as fortification of the undertakings in damages which the Claimants gave when the freezing order was obtained.  Both groups of Defendants applied for security for the costs of the inquiry into damages.  One group (Mr Kelbrick and Attock Mauritius) also applied for further fortification of the undertaking in damages.

As to security for costs, Henshaw J held that the Defendants were in principle entitled to seek security: when there is an inquiry under a cross-undertaking, the person making the claim under the inquiry remains the defendant for the purposes of the proceedings, and the application under the undertaking is part of the “working out of [the] original claim for injunction” (JSC Karat-1 v. Tugushev [2021] EWHC 743 (Comm), following C T Bowring & Co (Insurance) Ltd v Corsi & Partners Ltd [1994] BCC 713).  On the facts, it was appropriate to order security to the two groups of Defendants in the sums of £3.736,451 and £2,798,000 respectively.

However, Henshaw J concluded that the court it would be wrong in principle to order further fortification once the injunction had been discharged (see Commodity Ocean Transport Corp v Basford Unicorn Industries (“The Mito”) [1987] 2 Lloyd’s Rep 197; Thai-Lao Lignite (Thailand) v Laos [2013] EWHC 2466 (Comm), and Napp Pharmaceutical Holdings v Dr Reddy’s Laboratories (UK) [2019] EWHC 1009 (Pat)).  Further, it would be wrong to sidestep that principle by making an order under CPR 3.1(5), and in event inappropriate in all the circumstances to make such an order.

The full judgment [2025] EWHC 1097 (Comm) may be found on the National Archives website (external link).

MSH Ltd v HCS Ltd (Foxton J) 7 April 2025

Section 67 – agency – undisclosed principal – whether putative agent entered into contract intending to act as HCS’s agent and with its authority – whether terms of contract precluded undisclosed principal doctrine

CTW entered into a contract to buy Colombian nut coke from MSH. HCS contended that MSH acted as agent for it as an undisclosed principal. An arbitral tribunal (by a majority) upheld HCS’s contention, and MSH brought a challenge to the award under s.67 of the AA 1996. The issues  were:

• Whether CTW  was intending to act as HCS’s agent, and had actual authority from HCS, when it entered into a contract with MSH to buy the coke?
• If not, whether as a matter of law it was sufficient that those conditions were satisfied when the parties’ written document, with an entire agreement clause and additional terms, was signed by MSH and CTW?
• Whether the terms of the contract precluded the operation of the undisclosed principal doctrine?

Held:

• Having regard to the inherent probabilities, CTW had intended to act as HCS’s agent and had actual authority to contract for HCS, when it first concluded a contract with MSH.
• In any event, assuming CTW and MSH had agreed a contract with further terms to be agreed, and to be reduced into a signed document, before the two conditions for the operation of the undisclosed principal doctrine were satisfied, those conditions were satisfied before CTW and MSH reduced the contract (with additional terms) into a signed written contract which was provided to supersede all prior agreements, and that was sufficient.
• Having regard to the terms and nature of the contract, the confidentiality clause, limitation on assignment and entire agreement clause did not preclude the operation of the undisclosed principal doctrine.

The full judgment [2025] EWHC 915 (Comm) may be found on the National Archives website (external link).

CL-2020-000869 GI Globinvestment Ltd, Matteo Cordero di Montezomolo and Luca Cordero di Montezemolo v XY ERS UK Limited & Ors (Mr Justice Jacobs) 28 March 2025

Investment in structured products and in a Luxembourg Reserved Alternative Investment Fund –  claims for fraud, breach of fiduciary duty, dishonest assistance, conspiracy, breach of contract, negligence and under the Financial Services and Markets Act 2000 s 138D

The 2^nd Claimant (MDM) and the 3^rd Claimant (LDM) were son and father. LDM had been chairman of Ferrari for 20 years and was a well-known Italian industrialist. MDM ran a substantial private equity business. The 1^st Claimant (GIG) was a family investment company. The Claimants engaged the 1^st Defendant, XY, to provide strategic advice in relation to their investments. Pursuant to that advice, the Claimants invested, directly, and via a Luxembourg Reserved Alternative Investment Fund called the Skew Base Fund, in structured products. The products were derivatives related, principally, to the performance of equity indices such as the S&P 500 and the Euro Stoxx 50. The products paid a coupon which was in excess of the then market rates for high grade investment bonds, provided that a “barrier” was not breached. If the barrier was breached, investors would potentially lose some or all of their capital. The products delivered good returns prior to the Covid-19 pandemic. However, the very significant market falls caused by the pandemic resulted in substantial losses being suffered by the Claimants. The Claimants alleged various causes of action against 10 Defendants.

Held: the Claimants’ claims would be dismissed.

• The Claimants had understood the essential risks which the products entailed, and they considered that the products were consistent with their investment objectives. They had not been fraudulently misled into investing in the Skew Base Fund by reason of representations as to the nature of the investments.
• The Claimants had been told that the owner of XY, Mr Daniele Migani, was the entrepreneur behind the Skew Base Fund and was the owner of its general partner. The Claimants had not been fraudulently misled into investing in the Skew Base Fund by reason of representations concerning the independence of XY.
• XY owed fiduciary duties to the Claimants. The fiduciary duties owed were the usual proscriptive (not prescriptive) duties. Since the Claimants knew that Mr Migani was the entrepreneur behind the fund, and was the owner of its general partner, the Claimants had given informed consent to the fiduciary acting in a way that would otherwise be a breach of its fiduciary obligations.
• The claim in conspiracy failed because (amongst other reasons), the Claimants had failed to establish: (i)  the underlying wrongs upon which the claim in conspiracy was based; (ii) that there was an agreement to maintain an alleged façade that the Skew Base Fund was independent of XY and managed by its portfolio manager (a subsidiary in the VP banking group) without any connection to or involvement from XY or related persons; (iii) that the alleged conspirators intended to injure the Claimants.
• The Claimants’ “non-fraud” contractual, tortious and regulatory claims against XY also failed. The Claimants understood that there was a risk with the investments being made: the risk being, in essence, that the barrier would be reached and that this would potentially expose their investment to significant capital loss, including a total loss of capital. It was the eventuation of that known risk, rather than any failings on the part of XY, which caused the Claimants’ losses.  Other reasons why the non-fraud claims failed were as follows.
• GIG, an investment company, was not a “private person” and could not therefore advance a claim under FSMA 2000 s 138D. XY’s contractual terms did not enable GIG to do so.
• The exclusion clause in XY’s contractual terms, which limited liability unless there was “gross negligence”, was effective against all of the common law claims in contract and tort. Although they were private individuals, LDM and MDM were not “consumers” under the Consumer Rights Act 2015, bearing in mind the significant volume and type of investment transactions in which they engaged, the use of borrowing to finance those investments, and the use of the services of the di Montezemolo “family office”: AMT Futures Ltd v Marzillier [2014] EWHC 1085 (Comm) and Ang v Reliantco Investments Ltd [2019] EWHC 582 (Comm) considered. The exclusion was not invalidated by the Unfair Contract Terms Act 1977: Watford Electronics Ltd v Sanderson CFL Ltd [2001] EWCA Civ 317 applied.
• LDM and MDM were both “private persons”, and could in principle advance a claim based on FSMA s 138D. In that context, no reliance could be placed on the exclusion clause which limited liability to “gross negligence”: Parmar v Barclays Bank PLC [2018] EWHC 1027 (Ch) applied.  However, the claim failed on the facts. MDM and LDM  sufficiently understood the risks of the investments which they were making, and both they and XY took the view that (notwithstanding those risks) the investments were suitable.

The full Judgment [2025] EWHC 740 (Comm) can be found on the National Archives website (external link).

Redwood Holdings Ltd v Renhe Sports Management Co Ltd; Prestige Fortune Asia Ltd & RFC Bearwood Ltd v Redwood Holdings Ltd. (Mr Justice Jacobs) 21 March 2025

Reading Football Club – mandatory injunction – release of securities

In 2024, an American buyer, Mr Robert Couhig, was interested in buying Reading Football Club which was ultimately owned by Mr Yongge Dai, a Hong Kong-based businessman. Reading FC plays in the Championship, the second tier of the English football league structure. A letter of intent (LOI) was signed between Mr Couhig’s company, Redwood Holdings Ltd, and Rehne, which owned the shares in Reading FC. The LOI contained binding terms which gave Redwood exclusivity for a period of time. Redwood lent money to the club secured by charges over various assets, including the shares in the club, its stadium (owned by Prestige) and training ground (owned by Bearwood). The parties were close to finalising an agreement for the sale of the club, but Mr Dai did not wish to proceed with the sale to Mr Couhig. Redwood claimed that Renhe was in breach of exclusivity provisions in the LOI, that this breach had caused the sale to fall through, and sought substantial damages. Rehne denied that the LOI was breached. The loans having been repaid, Rehne, Prestige and Bearwood sought mandatory injunctions against Rehne seeking the release of the securities, in order to enable a sale to take place to a different buyer.

Held: the application for mandatory injunctions would be dismissed. There was a serious issue to be tried as to whether or not the securities extended to Redwood’s claim for damages for breach of the exclusivity provisions. The court did not have a high degree of assurance that the applicants claim, that the securities did not so extend, would succeed at trial. If the securities were released, Redwood would be left with a claim against a company without any substantial assets. This would be unjust, in circumstances where Redwood had an arguable claim that it had security for its claim, and release of the securities would mean that there would be no point in pursuing that claim. Although it was appropriate for the court to have in mind wider considerations concerning Reading FC, including the importance of a league football club to the local community and the desire of its supporters to see a sale of the club, the balance of convenience did not favour the grant of an injunction which would have such severe consequences for Redwood. If the securities were not released, there were other mechanisms potentially available for a sale to proceed, such as the grant of substitute security to Redwood.

Chugga Chugg PTY LTD v Privinvest Holding SAL (Dias J) (14 March 2025)

Claim under parent company guarantee – Yacht construction contract – when and on what basis contract terminated – whether demand guarantee or secondary liability – whether ‘contested’ or ‘uncontested’ breach

D was the parent company of a German shipbuilding company (N) and the guarantor of its obligations under a contract concluded in November 2018 with C for the construction of a superyacht.  The contractual delivery date was 31 August 2022.  It was common ground that (i) in April 2020, following the advent of the Covid pandemic, C’s beneficial owner approached N to explore the possibility of a consensual termination of the project and (ii) the contract was subsequently terminated in circumstances where each accused the other of having renounced or repudiated the contract.  N commenced arbitration proceedings against C seeking damages for repudiation while C counterclaimed for sums already paid under the contract.  During the proceedings, N went into administration in Germany and C lodged a claim in the insolvency proceedings. 

Thereafter C obtained a final award from the arbitrator on its counterclaim on the basis of which it brought a claim against D under the guarantee.  The parties disagreed as to whether the guarantee was a demand guarantee or an instrument of second liability.  If the latter, the triggers for payment differed according to whether the alleged breach or termination by N was “contested” or “uncontested”.  However, D further argued that in the circumstances N’s alleged breach was neither “contested” nor “uncontested”.

Held:

The claim succeeded.

1. C did not unequivocally renounce the contract prior to N’s termination notice.  Even if it had done, N had affirmed the contract before it sent its notice of termination.

2. On its true construction, the guarantee was an instrument of secondary liability but contained a clause which set out the parties’ contractual agreement as to how N’s underlying liability should be established for the purposes of a claim under the guarantee, depending on whether the alleged breach was “contested” or “uncontested”. 

3. The intention of the parties was that this should be a binary matter and there was no scope for a breach to be neither “contested” nor “uncontested”.

4. On the facts, the breach in this case was “contested” and on that basis it was not disputed that the conditions for payment under the guarantee were fulfilled.

The full judgment [2025] EWHC 585 (Comm) may be found on the National Archives website (external link).

Finastra International Limited v CRDB Bank plc (Mr Justice Henshaw) 7 March 2025

Amendment; software licences; delay

Henshaw J refused permission to amend to add a substantial additional head of claim about five weeks before the trial of a claim for breach of a software licence agreement.  The amendment, if allowed, would threaten the trial date: indeed, the trial would inevitably have to be adjourned. Even if the trial could have been maintained, allowing the amendment would have placed wholly unfair pressure on the defendant, its legal team and its expert, seriously prejudicing its ability to prepare properly for trial. No good reason had been put forward for the lateness of the amendment. To the contrary, the claimant had been put on notice of the key facts underlying the proposed amendment in February 2024 and again on subsequent occasions up to and including October 2024. The claimant had made no formal alternative application to adjourn the trial, though it stated in its skeleton argument that it would prefer an adjournment to refusal of permission to amend. However, it would be prejudicial to the interests of justice, the defendant and other court users for the trial to be adjourned. In all the circumstances, the only just course was to refuse the application.

The full judgment [2025] EWHC 509 (Comm) may be found on the National Archives website (external link).

Iankov v Kantchev & others (Cockerill J) 5 March 2025

Jurisdiction, Cryptocurrency, Ownership Dispute, Trust, Fiduciary Duty

Summary: The case involves a dispute over the ownership of Nexo, a crypto-asset lending platform valued at over $4 billion. The claimant, Mr Iankov, alleges that he is entitled to 20% of the Nexo Group based on an oral Shareholding Agreement made in 2017. The defendants, including Mr Kantchev, challenge the jurisdiction of the court (originally based on the “necessary and proper party” gateway using NPEM a UK Nexo subsidiary) and deny the existence of such an agreement. The court considered applications to strike out the claim, set aside orders for alternative service, and consolidate the proceedings with another related case, the Shulev Proceedings. The court concluded that the claim against NPEM should be struck out, the jurisdiction applications succeed there being no other tenable basis for establishing jurisdiction, and the consolidation applications were dismissed. To the extent that the authorities establish that consolidation can itself form a basis for jurisdiction, this case was not one where that course could be appropriate.

The full judgment [2025] EWHC 495 (Comm) may be found on the National Archives website (external link).

Commercial Bank of Dubai v Almheiri (Malicious Prosecution) (Foxton J) 27 February 2025

Article 4 of Rome II – applicable law – tort of malicious prosecution

The Claimants alleged that the Defendants had maliciously instituted civil proceedings against them in the DIFC and sought to bring claims for the tort of malicious prosecution. An issue arose as the applicable law, and whether it was (a) the law of the place where the bank account from which legal fees were located under Article 4(1) of Rome II; (b) UAE law to the extent that any claimants and defendants were all resident in the UAE under Article 4(2) or (c) DIFC as the law of the place of the proceedings.

Held:

1. For Article 4(1) purposes, the place of damage for the purposes of the tort of malicious prosecution was the place where the claimant was improperly made the subject of malicious process, namely the court where the proceedings were brought.
2. Article 4(2) was engaged in respect of claimants and defendants resident in the UAE, even in different Emirates. On the evidence there was a single law of tort in the UAE, even though not all of the Emirates had a common court system.
3. However, the connections between the claim and the place where proceedings were maliciously brought was sufficiently strong to justify the application of Article 4(3) in favour of the law of that place.

The full judgment [2025] EWHC 400(Comm) may be found on the National Archives website (external link).

Tanga Pharmaceuticals Plastics Ltd v Emirates Shipping Line FZE (Bright J) 27 February 2025

Carriage of goods by sea – bills of lading – Hague Rules – clauses on reverse of bill affecting timebar – Art III Rule 8

D carried C’s cargo under bills of lading that expressly incorporated the Hague Rules, by cl. 2 on the reverse.  The vessel broke down and received salvage services on LOF terms.  The cargo was ultimately delivered after salvage security and general average security had been provided.  C settled with the salvors then claimed against D.  D applied for summary judgment dismissing the claim, relying on express timebar provisions in cl. 18 of the bills of lading.  C contended that those timebar provisions were nullified by Article III Rule 8.

Held:

1) The incorporating provision (cl. 2) was headed Clause Paramount and was intended to make the Hague Rules prevail over the other clauses in the bills of lading, in the event of inconsistency.

2) The provision in cl. 18 that suit should not be considered to have been brought in time unless process was actually served and/or jurisdiction obtained was inconsistent with Article III Rule 6 and so was nullified by Article III Rule 8

3) (Obiter) Even if cl. 18 prevailed over cl. 2/the Hague Rules, the claim was “for loss or damage to Goods”.  A separate provision in cl. 18, which required notice in writing within 20 days for any other claim other than for loss or damage to Goods, was not applicable.

The full judgment [2025] EWHC 368 (Comm) can be found on the National Archives website (external link).

Barry Maloney v Falcon VII Investment SARL (Bright J) 11 February 2025

Contract – construction of shareholder agreement

Dispute between BM, the Chairman of a successful software company, and FVII, an investment SPV involved in financing BM’s acquisition of an interest in the company.  The relationship between BM and FVII was governed by a shareholder agreement (SHA) and various other governing documents.  FVII asserted that BM had acted in breach of contract by seeking to change the company’s articles and reduce the company’s capital, with a view to ousting FVII as his financier.  Both sought declaratory relief from the court.  The dispute turned on the meaning of cl. 5.4 of the SHA and whether BM required the consent of FM for various actions.

Held whether cl. 5.4 was considered by itself, with the other governing documents, in the context of the overall factual matrix, or by reference to its commercial purpose, BM was not permitted to act as he had without FVII’s consent.

The full judgment [2025] EWHC 240 (Comm) can be found on the National Archives website (external link).

Deutsche Bank AG v Sebastian Holdings Inc and Vik (No 7) (Cockerill J) 12 February 2025

Enforcement, CPR  Jurisdiction, Service validity

Summary: Deutsche Bank AG (“DB”) sought an order under CPR 71 requiring Alexander Vik to attend court for examination about the assets of Sebastian Holdings Inc. (“SHI”). Mr. Vik was previously examined under CPR 71 a decade ago, during which examination he lied and withheld information. Mr Vik was found in contempt of court and sentenced to a suspended sentence conditional on appearing at a further examination. The examination did not take place within the period of suspension. DB applied for a further order under CPR Part 71.

Held:  The court does not have jurisdiction to make the order sought by DB. It has no jurisdiction to make an order de novo against Mr Vik who is no longer a director and resides outside the jurisdiction. The order sought is not ancillary to the original order. Even if the court had the power, it would not exercise discretion to grant the order due (inter alia) to the futility of further examination. The purported service via solicitors on the record for the purposes of costs is not valid.

The full judgment [2025] EWHC 283 (Comm) may be found on the National Archives website (external link).

Bunge v Pan Ocean (The “Sagar Ratan”) (Mr Justice Henshaw) 30 January 2025

Arbitration; appeal on point of law; amended BIMCO Infectious Diseases clause; crew infected on arrival; whether vessel remained on hire

The claimant Owners appealed, under section 69 of the Arbitration Act 1996, in respect of an LMAA arbitration award in favour of the defendant Charterers.  The vessel was delayed when, on arrival in Bayuquan, China, members of the crew tested positive for COVID-19.  Rather than leaving the vessel stationary in quarantine, Owners decided to sail her to Ulsan, South Korea, in order to replace the crew.  The vessel then returned to Bayuquan and discharged her cargo.  The arbitrators concluded that the vessel was off hire during the time this took, pursuant to Additional Clauses 38 and 50 of the charterparty.  They held that Owners were not entitled to rely on an Additional Clause which incorporated, in amended form, the BIMCO Infectious or Contagious Diseases Clause for Time Charter Parties 2015.  The arbitrators considered that the vessel was not delayed due to visiting an “Affected Area” for the purposes of that clause and that the delay was, rather, brought about solely by the positive tests of the crew members.             

The court concluded that the arbitrators made no error of law.  A port was not an Affected Area merely by virtue of exposing a vessel to the risk of quarantine or other restrictions if the vessel arrived carrying crew members infected by a serious contagious disease.  Bayuquan was not an Affected Area and, even if it had been (for instance, because there was a risk of infection at Bayuquan itself), the delay was not caused by visiting an Affected Area but by the crew’s infected state.  Further, both off-hire clauses (Additional Clauses 38 and 50) were triggered and hence the vessel was off-hire for the period during which it was delayed from discharging its cargo at Bayuquan by reason of the positive COVID-19 tests

The full judgment [2025] EWHC 193 (Admlty) may be found on the National Archives website (external link).

John Wyllie & Ors v Dr Sandradee Theresa Joseph & Ors (Mr Justice Henshaw) 29 January 2025

Professional negligence; barrister; claim against insurance broker; striking out

Dr Wyllie had an arrangement with an insurance broker, Arc, for one of his start-up companies to share commissions received from insurers on policies on the lives of company employees.  Multiple policies for large sums were taken out in respect of individual employees.  The insurers later cancelled the policies and sought to claw commissions back from the broker, which became insolvent.  Dr Wyllie and his companies unsuccessfully sought compensation from the Financial Services Compensation Scheme, and their legal challenges to its decision failed. 

The claimants sued Arc in the Commercial Court.  HHJ Pelling KC struck out the Particulars of Claim but gave the claimants the opportunity to re-plead the case.  The claimants instructed a direct access barrister, whose revised Particulars of Claim were, however, struck out by Dias J.  The claimants then sued the barrister, her clerk and Bar Mutual Indemnity Fund for £292,806,729,326,976,872,097,543,994.24, which was said to be the lost value of the claim against Arc. 

Henshaw J struck out the Particulars of Claim on the basis that they did not set out adequate or comprehensible allegations of negligence against the barrister, failed to comply with CPR 16.4(1)(a), did not disclose reasonable grounds for bringing the claim, include a concise statement of the facts necessary to comprise a complete cause of action, or explain what allegations barrister should have pleaded against the broker that would have amounted to a viable claim, nor plead any comprehensible case against the other defendants.  They were an abuse of the court’s process, prolix, repetitive, argumentative and difficult or impossible to understand.  They also did not address the deficiencies identified in the claimants’ previous pleadings. 

Henshaw J also struck out the claims as a whole, on the basis that the claimants were unable to formulate any viable case, including details of the case the barrister should have pleaded against Arc, and their conduct of the litigation was another factor weighing strongly against allowing the claims to continue.

The full judgment [2025] EWHC 157 (Comm) may be found on the National Archives website (external link).

Google LLC and Google Ireland v Tsargrad Media and others (Mr Justice Henshaw) 22 January 2025

Anti-enforcement injunctions; proceedings brought in Russia in breach of exclusive jurisdiction clauses and arbitration; submission to jurisdiction; delay

Google LLC and Google Ireland Limited applied for final relief against the Defendants, three Russian entities known as Tsargrad Media, NFPT and TV-Novosti. The main remedy sought was anti-enforcement injunctive (“AEI”) relief, with ancillary anti-anti-suit injunctive (“AASI”) relief, in order to prevent the recognition or enforcement of a series of judgments of the Russian courts in any jurisdiction outside Russia. The Russian proceedings were alleged to have been commenced and pursued in breach of London arbitration or exclusive English jurisdiction agreements. The judgments had led to the seizure in Russia of assets worth more than £50 million belonging to a subsidiary (Google Russia), and the defendants had embarked on a series of attempts to enforce the Russian judgments in various other jurisdictions around the world.

The court analysed the principles applicable to anti enforcement injunctions, in particular considerations of comity and delay. It concluded that (i) contrary the defendants’ submissions, the jurisdiction in the YouTube Terms of Service provided for exclusive English jurisdiction in the circumstances of the present cases; (ii) the claimants had not submitted to the jurisdiction of the Russian courts by challenging jurisdiction, and subsequently addressing jurisdiction and merits simultaneously as required by Russian procedural rules, whilst actively challenging the Russian courts’ jurisdiction at all stages; and (iii) in all the circumstances, final relief should not be refused on the grounds of delay or comity.

The full judgment [2025] EWHC 94 (Comm) may be found on the National Archives website (external link).

Alta Trading UK (formerly Arcadia Petroleum) v Bosworth and others (Mr Justice Henshaw) 22 January 2025

Fraud; alleged dishonest diversion of profits and opportunities; West African crude oil trading

The claimants alleged that the defendants, who included their former chief executive (Mr Bosworth), former chief financial officer (Mr Hurley) and a former trader who later set up his own business (Mr Kelbrick), had engaged in a fraudulent scheme to divert money away from the group into companies owned or controlled by them. A major focus of the allegations was a company known as Arcadia Lebanon, which the claimants alleged was a vehicle used by the defendants for the purposes of their diversion scheme, but which Bosworth and Hurley said was used by the Arcadia Group as an intermediary company for commercial reasons and used as a profit centre. There were also major issues about whether payments to Mr Kelbrick’s companies formed part of the alleged fraudulent scheme, or were bona fide payments either for service or the purchase of oil on transactions in which Kelbrick’s companies acted as independent counterparties. Expert evidence was adduced on West African oil trading practices, forensic accounting and Swiss law.

Following an eight-week trial, the Court concluded that the claimants had failed to prove their case, and that no dishonest diversion or other wrongdoing had been established in relation to any of the defendants. A counterclaim by Mr Bosworth succeeded in part and a counterclaim by Mr Hurley succeeded.

The full judgment [2025] EWHC 91 (Comm) may be found on the National Archives website (external link).

RRY v NKX (Andrew Baker J) 17 January 2025

Arbitration Act 1996 – applications for leave to appeal against refusal of leave to appeal under s.69 and against summary dismissal of a s.68 claim – what (if any) time limits applied, and whether court had power to grant leave, in respect of appeals against decisions made without a hearing

Applications were made for leave to appeal to the Court of Appeal against (i) a refusal of leave to appeal under s.69 of the 1996 Act and (ii) the dismissal of an application to set aside the summary dismissal of a serious irregularity claim under s.68 of that Act. There was also an application to extend time for the first of those applications. All applications were dismissed.

Held, in relation to the extension of time application, that there was no time limit for an application for leave to appeal against a refusal (or grant) of leave to appeal under s.69, where (as will usually be the case) the decision to be appealed was made without a hearing. Promptness was to be expected and delay would ordinarily count against an application, but there was no time limit as such that might require to be extended, and there was power to grant leave to appeal in such cases: CPR 52.1(4) applied to prevent CPR 52.3(2)(a) from excluding the right implicitly granted by the 1996 Act to seek such leave.

The full judgment, [2025] EWHC 41 (Comm), may be found on the National Archives website (external link)

Magomedov v TPG Group Holdings (SBS) LP (Mr Justice Bright) 17 January 2025

Unlawful act conspiracy – strike-out/summary judgment – jurisdiction

Mr Magomedov and companies associated with him alleged all 22 Defendants conspired against him, by two separate unlawful act conspiracies which led to him losing his interests in two substantial business in Russia – NCSP and FESCO. The Defendants (variously) applied to have the claims struck out and/or for summary judgment and/or challenged jurisdiction.

The court reviewed the principles of unlawful act conspiracy, including the role of inference and the pleading requirements. The court also reviewed the principles relating to jurisdiction, in particular in respect of the English law contract gateway CPR PD 6B paragraph 3.1(6)(c), and in respect of when an alternative foreign jurisdiction can be said to be “available”. In addition, the court considered the principles as to when an earlier interlocutory decision is binding, per Harrington v Mehta [2023] EWHC 2420 (Ch).

Held: The claims against those Defendants who had been served in the jurisdiction had no real prospect of success. In relation to the other Defendants, either there was no serious issue to be tried, or no available jurisdictional gateway, or both. Furthermore, England was not the appropriate forum.

In relation to some Defendants, the Claimants were also found not to have presented the case fairly when applying ex parte for permission to serve out of the jurisdiction and/or for an extension of validity for service and/or alternative service.

The full judgment, [2025] EWHC 59 (Comm), can be found on the National Archives website (external link).

Collins v Wind Energy (Mr Justice Henshaw) 14 January 2025

Arbitration; application to set aside award; alleged serious procedural irregularities

The claimants applied to set aside an LCIA arbitration award on the ground of serious procedural irregularity, pursuant to section 68 of the Arbitration Act 1996. They claimed that the arbitrator breached her duties under section 33 of the Act (i) by refusing to adjourn an evidential hearing in order to allow further time for the claimants to obtain legal representation and/or prepare for the hearing, and for the first claimant to recover from a breakdown; (ii) by declining to admit certain evidence at the hearing, or to test the evidence tendered by the defendant; and (iii) by taking an inappropriate approach to various matters in her Final Award. The court concluded that no serious irregularity occurred and that the claim should therefore be dismissed.

The full judgment [2025] EWHC 40 (Comm) may be found on the National Archives website (external link).

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