Sanman Property Management Limited v Samuel Ginda & Anor [2025] EWHC 2501 (Ch)

[2025] EWHC 2501 (Ch)IN THE HIGH COURT OF JUSTICE BL-2021-BHM-000065Venue BUSINESS AND PROPERTY COURTS IN BIRMINGHAMBUSINESS LIST (ChD)Priory Courts33 Bull StreetVenue BirminghamBefore HIS HONOUR JUDGE RAWLINGSIN THE MATTER OFSANMAN PROPERTY MANAGEMENT LIMITED Applicant-v-(1) SAMUEL GINDA(2) TGDM ONE LIMITED RespondentsMR WATSON appeared on behalf of the ApplicantMR ROBINS KC appeared on behalf of the RespondentsHearing 3 September 2025Handed down on 2 October 2025
Between
Sanman Property Management LimitedClaimantSamuel Ginda & AnorDefendantDate 2025-10-02

INTRODUCTION

[1]By application dated 17 June 2025 (“the Application”) the Applicant, Sanman Properties Limited (“Sanman”) seeks permission to bring contempt proceedings against the First Respondent, Samuel Ginda (“Mr Ginda”) and the Second Respondent, TGDM One Limited (“TGDM” and together “the Respondents”).

(b) BACKGROUND

[2]The background to this matter is complex, but for present purposes the following background is sufficient.[3]Sanman says that it entered into an agreement pursuant to which 2020 Living Limited (“2020”) agreed to pay to it 50% of the profit made by 2020 from a development known as “the Square”, which consisted of a residential development (“the Residential Development”) and a hotel development (“the Hotel Development”).[4]By various transactions the benefit of the Residential Development was transferred to TGDM and the benefit of the Hotel Development was transferred to a company called Taylor Grange 2 Limited (“D4”).[5]At all material times, Mr Ginda was a director of 2020 and is a director and the ultimate beneficial owner of TGDM and D4.[6]Sanman asserted that the other defendants to its claim (including Mr Ginda, TGDM and D4):(a) wrongly conspired together to cause the benefit of the Residential Development to be transferred to TGDM and the Hotel Development to D4; and(b) wrongly induced 2020 to breach its contract with Sanman by making those transfers.[7]At the time when the statements, which form the subject matter of the Application, were made, a split trial of liability and quantum had been directed and the first of those trials (liability) had yet to take place. Subsequently, the liability issue has been determined in Sanman’s favour, following the liability trial, although that determination is subject to appeal.[8]Of particular relevance to the Application is the accepted fact that, on 30 June 2021, TGDM entered into a development management agreement with Cortland Development UK Limited (“Cortland” and “the DMA”). Under the DMA, TGDM was entitled to receive a monthly development management fee of £66,666 and a final payment, to be calculated in accordance with the terms of the DMA.[9]On 21 September 2022, TGDM undertook not to dispose of its assets up to a limit of £8 million, pending determination of Sanman’s claim.[10]On 8 October 2024, Sanman applied to increase the financial limit on TGDM’s funds which were frozen, from £8 million to £10.9 million and for a freezing order to be made in place of the existing TGDM undertaking.[11]The freezing order application was heard by me on 18 October 2024. I made a freezing order which placed a financial limit of £10.8 million on the funds of TGDM which it froze and required TGDM to provide details of any of its assets over £10,000 (“the Freezing Order”)

THE PERMISSION APPLIED FOR

[12]There are five grounds upon which Sanman proposes to take contempt proceedings against the Respondents. Sanman says that it requires permission to bring such contempt proceedings under CPR 81.3(5)(b) in respect of only three of those grounds. The grounds are: (a) Ground 1 - is that in paragraph 15 of a witness statement dated 10 October 2024, Mr Ginda (in responding to Sanman’s application of 8 October 2024) stated that:
“The Final Payment under the [DMA] was received from Cortland on 30 September 2024. The final payment received is £10,289,910”
. Sanman says that this statement is false, that the payment received from Cortland, by TGDM was £12,347,892 and Sanman asserts that, as sole director of TGDM, Mr Ginda knew that that statement was untrue. Sanman accepts that it has to apply for permission to commence contempt proceedings on this ground and it does so; (b) Ground 2 - is that, in a letter written by the Respondents’ then solicitors (Jury O’Shea) to Sanman’s solicitors on 7 November 2024 (in purported compliance with the requirement of the Freezing Order that the Respondents provide details of TGDM’s assets over £10,000) Jury Oshea said:
“[TGDM’s] only asset is £9,315,733 in the Punjab National Bank”
. Sanman says that that statement is false, in that, on 7 November 2024 the balance in TGDM’S bank account with Punjab National Bank (“PNB”) was £11,118,518.70 and that the Respondents knew that it was false. Sanman says that it does not need permission to commence contempt proceedings on this ground. (c) Ground 3 - is that in paragraph 10 of an affidavit sworn by Mr Ginda, on 12 November 2024 (in purported compliance with paragraph 9 of the Freezing Order, which required such an affidavit to be served) Mr Ginda said that:
“[TGDM’s] only asset worldwide exceeding £10,000 in value is £9,315,733 in [TGDM’s] bank account with Punjab National Bank”
. Sanman say that this statement was false, because the balance on TGDM’s bank account was £11,118,518.17, on 12 November 2024 and Mr Ginda knew it to be false. Sanman accepts that it needs permission, to commence contempt proceedings on this ground and seeks such permission; (d) Ground 4 - is that the false statement made in paragraph 10 of Mr Ginda’s affidavit of 12 November 2024 (see (c) above) was also a deliberate breach of paragraph 9 of the Freezing Order. Sanman says that it does not need permission to commence contempt proceedings on this ground; and (e) Ground 5 – is that, in paragraph 8 of Mr Ginda’s affidavit of 12 November 2024, Mr Ginda says that:
“The final payment under the [DMA] was received from Cortland on 30 September 2024. The final payment was £10,289,910.”
Sanman says that this statement is false in that the sum received by TGDM from Cortland, on 30 September 2024 was £12,347,892 and that Mr Ginda knew that that statement was false. Sanman accepts that it needs permission to bring contempt proceedings on this ground and seeks such permission.

EVIDENCE

[13]Evidence in support of the Application is contained in an affidavit of Pardeep Heer dated 17 June 2025. Mr Heer is a director of Sanman. In his affidavit, Mr Heer refers to the statements which he says were false, upon which all five grounds are based, he explains why he says that those statements were false and why he says that Mr Ginda would know that they were false. He also seeks to explain why he considers that Mr Ginda decided to make those false statements, knowing that they were false.[14]No evidence has been submitted in opposition to the Application, by Mr Ginda or anyone else.

REPRESENTATION

[15]Before me Sanman was represented by Mr Watson and the Respondents by Mr Robins KC.

THE NEED FOR PERMISSION

[16]Mr Watson says that Sanman does not need permission to bring contempt proceedings against the Respondents in relation to:(a) ground 2, because it relates to a letter written by the Respondents’ solicitor to Sanman’s solicitor, in existing High Court proceedings and is not therefore: an allegation relating to a false statement in an affidavit, affirmation or document verified by a statement of truth, for which permission is required under CPR 81.3(5)(b); or(b) ground 4, because this is an allegation that the freezing order was breached, rather than an allegation that a statement in an affidavit, affirmation or document verified by a statement of truth is false.[17]Mr Robins says that:(a) a party who wishes to commence contempt proceedings against another cannot sidestep the requirements of CPR 81.3(5)(b) by arguing that the allegedly false statement is really an allegation of contempt, based upon some other ground which does not require permission. This applies to ground 4; and(b) if an applicant seeks to rely upon two related contempt grounds, one of which requires permission and the other of which does not, then if the court refuses permission in relation to the ground which does require permission, the court would normally stay any contempt proceedings sought to be brought on the other ground. This applies to ground 2. Mr Robins relies on the judgement of Trower J in Cole v Carpenter [2020] EWHC 3155 Chfor both of those propositions.[18]InCole v CarpenterTrower J said the following at paragraphs 21, 23 and 24 of his judgment:
“21. In the circumstances to which I shall come shortly, the Defendants contend that Annex 1 to the Claimant’s reply is a forgery and the case that the Claimant advances based on it is a dishonest fabrication. They contend that, in these circumstances, there are two grounds for the committal which they seek. The first is based on the Claimant’s intentional interference with the due administration of justice. The second is based on a contention that the Claimant deliberately made a false statement of truth … 23. At the beginning of the hearing, I expressed some scepticism that the Defendants did not require permission in relation to ground 1. The reason for my scepticism was that, although ground 1 was formulated as an interference with the due administration of justice, it was at least well arguable that an application based on ground 1 was also “made in relation to… an allegation of knowingly making a false statement in any document verified by a statement of truth…” so as to fall within CPR 81.3 (5)(b). If that were to be the case, they would also require permission for a contempt application based on ground 1, even though there might be other categories of interference with the due administration of justice for which permission is not required.” “24. In the event, Mr Bheeroo did not pursue this submission. I think he was right to take that course. Even if permission is not required for ground 1, the allegations of fact relied on in relation to both ground 1 and ground 2 are in all respects identical. In the circumstances, there is at least a serious possibility that the court would consider it appropriate to stay contempt proceedings based on ground 1 if permission is refused on ground 2 … ”
[19]As to ground 2, Mr Robins accepted that, because this ground is based upon the content of a letter written by the Respondents then solicitors, to Sanman’s solicitors (see paragraph 12 (b) above) the allegation is not in substance one that is based upon a false statement in any affidavit, affirmation or other document verified by a statement of truth. Mr Robins argues however that, because the statement in the letter is identical to that contained in paragraph 12 of Mr Ginda’s affidavit of 12 November 2024 (ground 3) if I refuse permission to bring proceedings on ground 3, I should also stay the contempt proceedings that Sanman intends to bring, on ground 2. Mr Watson says that there is no application before me to stay proceedings on ground 2 and I should not grant a stay, even if I refuse permission to bring contempt proceedings on ground 3.[20]Given that the question of staying contempt proceedings under ground 2 only arises if I do not give Sanman permission to bring contempt proceedings under ground 3, I will postpone my consideration of staying proceedings under ground 2, until I have made my decision as to whether or not I should give Sanman permission to pursue contempt proceedings under ground 3.[21]Ground 4 is that the statement, in paragraph 10 of Mr Ginda’s affidavit of 12 November 2024 that: “[TGDM’s] only asset worldwide exceeding £10,000 in value is £9,315,733 in TGDM’s bank account with Punjab National Bank ..” amounted to a breach of paragraph 9 of the Freezing Order which required an affidavit to be served upon Sanman’s solicitors, within 5 business days of service of the Freezing Order on TGDM, which verified TGDM’s assets worldwide in excess of £10,000.[22]I consider that Mr Robins is right to say that ground 4 is in substance an allegation based upon a false statement in an affidavit and that Sanman cannot pursue ground 4 without permission under CPR 81.3(5)(b), even though the ground is framed as a contempt resulting from a breach of the Freezing Order. I have come to this conclusion because:(a) CPR r.32.14 provides that: “Proceedings for contempt of court may be brought against a person who makes or causes to be made a false statement in a document, prepared…during proceedingsand verified by a statement of truth, without an honest belief in its truth”.(b) CPR 81.3(5) provides: "(5) Permission to make a contempt application is required where the application is made in relation to— (a) interference with the due administration of justice, except in relation to existing High Court or County Court proceedings; (b) an allegation of knowingly making a false statement in any affidavit, affirmation or other document verified by a statement of truth or in a disclosure statement."(c) Paragraphs 8 and 9 of the Freezing Order provide, where relevant, that: “ 8 (1) … [TGDM] must within 48 hours of service of this order and to the best of their ability inform [Sanman’s] solicitors of all their assets worldwide exceeding £10,000 in value whether in their own name or not and whether solely or jointly owned giving the value, location and details of such assets….” 9. Within 5 working days after being served with this order, [TGDM] must swear and serve on [Sanman’s] solicitors an affidavit setting out the above information.” and(d) as Trower J noted in Cole v Carpenter at paragraph 23 (see paragraph 18 above) the fact that an allegation, which is based on a statement in an affidavit, affirmation or document containing a statement of truth is framed as contempt on some other basis (in this case, breach of a court order) does not mean that it is not also an allegation “made in relation to: an allegation of knowingly making a false statement in any affidavit, affirmation or other document verified by a statement of truth or in a disclosure statement." In my judgment ground 4 is an allegation made “in relation to” an allegation that Mr Ginda knowingly made a false statement in an affidavit, even if that would also amount to a breach of the Freezing Order. Sanman therefore needs permission to proceed with a contempt application in relation to grounds 1 and 3 - 5 only, ground 2 does not require permission. LEGAL PRINCIPLES[23]Mr Watson and Mr Robins referred me to a large number of authorities from the High Court and Court of Appeal that they said set out alone or between them the principles that I should apply in deciding whether or not to grant permission under CPR 81.3(5)(b).[24]I asked Mr Robins which authority or authorities he said contain the best summary of the principles that he said I should apply in deciding whether to grant permission under CPR 81.3(5)(b). Mr Robins said that Butcher J’s decision in Olympic Council of Asia v Novans Jets LLP [2022] EWHC 2910 (comm)(paragraph 41)provides the best overall summary of principles, but that I should also have regard to:(a) The matters set out in paragraphs 11 and 42 of the judgment of Moor-Bick LJ in KJM Superbikes Limited v Hinton [2008] EWCA Civ 1280; and(b) the fact that the allegations of contempt have to be proved to the criminal standard which should, he said, be borne in mind in deciding whether the case of contempt put forward by Sanman is sufficiently strong to justify permission being given. The requirement for an applicant for permission to show that it has a strong prima facie case, both that the relevant statement is false and that the respondent knew it to be false, are two of the factors included in Butcher J’s summary. When considering those factors, I will take into account the requirement for Sanman to prove those matters to the criminal standard, if permission is granted.[25]Mr Robins also referred me to the content of paragraph 53 of the judgment of Briggs J as he then was in Sectorguard PLC v Dienne PLC [2009] EWHC 2693. That paragraph is an example of a judge taking into account (in that case, in refusing permission) the motive of the applicant in bringing its application for permission. This is the so called “prosecutorial motive” which is included in Butcher J’s summary of the relevant principles and is not therefore additional to those principles.[26]Mr Watson did not dispute the principles that Mr Robins suggested apply here, the disagreement is about the emphasis or weight to be applied to each principle and whether or not they are met in this case. I will adopt therefore the principles that Mr Robins says that I should apply which are as follows ((a) and (b) are from paragraph 41 of Butcher J’s judgment; and (c) and (d) are from paragraphs 40 and 42 of the judgment of Moore-Bick LJ):(a) “….whether there is a strong prima facie case of contempt bearing in mind that knowing falsity must be proved, taking into account the strength of the evidence going to prove: i. that the statement is false ii. that the maker of the statement knew it was false iii. the significance of the false statement in the proceedings iv. the use to which the false statement was put in the proceedings v. the motive of the alleged contemnor”;(b) “…whether it is in the public interest to bring contempt proceedings, taking into account: i. prosecutorial motive ii. whether contempt proceedings would justify the court and other resources that need to be devoted to them iii. whether contempt proceedings would further the overriding objective iv. the likely penalty and whether proceedings are proportionate”.(c) ‘When the court gives a private person permission to pursue proceedings for contempt against a witness who is alleged to have told lies in a witness statement it allows that person to act in a public rather than a private role, not to recover damages for his own benefit, but to pursue the public interest. That is why the court will be concerned to satisfy itself that the case is one in which the public interest requires that the committal proceedings be brought and that the applicant is a proper person to bring them’; and (d). “It has been emphasised that the court should exercise great caution before giving permission to bring proceedings [and] should not do so unless there is a strong case both that the statement in question was untrue and that the maker knew that it was untrue at the time he made it” APPLYING THE LEGAL PRINCIPLES TO THE GROUNDS 28. GROUNDS 1 AND 5[27]I will deal with permission in relation to grounds 1 and 5 together because (whilst the grounds refer to different paragraphs, in a witness statement and an affidavit signed and sworn respectively, by Mr Ginda) the impugned statements are identical (see paragraph 30(b) below). A Strong Prima Facie Case that the Statements are False?

APPLYING THE LEGAL PRINCIPLES TO THE GROUNDS

[28]Mr Watson says:(a) the payment received by TGDM from Cortland was £12,347,892, but Mr Ginda said that TGDM had received £10,289,910 from Cortland; and(b) in paragraph 44 of Ginda’s witness statement of 18 April 2025, he says that, whilst Cortland paid £12,347,892 to TGDM, this consisted of £10,289,910 plus VAT, which is consistent with what he said in his witness statement of 10 October 2024 and affidavit of 12 November 2024. Mr Ginda also refers to an exhibit, “SG9” to his witness statement which refers to “net income received” of £10,289,910, which he suggests means “net of VAT”. However, Mr Watson says that explanation, for what is said in paragraph 15 of the witness statement and paragraph 8 of the affidavit, is unconvincing because: (i) VAT is not mentioned, it would have been straightforward to refer to the receipt of the £2,058,892, in VAT, in addition to the payment of £10,289,910; (ii) Mr Ginda fails to say why he treated the £2,058,892 as not received, simply because TGDM had a purported liability to HMRC for that sum; (iii) the ordinary meaning of the words “net income received” is simply the amount received by the payee; (iv) no VAT payment is ever recorded as having been made to HMRC, by TGDM, instead TGDM used part of the receipt from Cortland to make payments to others, including Mr Ginda’s own company, Samuel & Co Associates Limited (“Samuel & Co”) (£250,000) and Skybridge Property Limited (“Skybridge”) (£560,000); (v) Mr Ginda must have known that, if he had disclosed the full amount received from Cortland, Sanman would have sought a higher financial limit on the Freezing Order and this is clearly why he disclosed only the lower amount; and (vi) Mr Ginda has put in no evidence to explain what he meant, by the words used in paragraph 15 of his witness statement of 10 October 2024, or paragraph 8 of his affidavit of 12 November 2024.[29]Mr Robins says:(a) the DMA defines the “Final Payment” as a VAT exclusive figure. When Mr Ginda used the capitalised term “Final Payment” in his witness statement and affidavit, this clearly indicated that what he was referring to was the “Final Payment” as defined in the DMA and that figure was correctly stated as £10,289,910;(b) in paragraph 15 of his witness statement of 16 October 2024, Mr Heer refers to Jones Day (Cortland’s solicitors) having confirmed that the VAT exclusive amount of the Final Payment is £10,289,910, so Mr Heer did understand that figure to be, the VAT exclusive amount paid by Cortland;(c) there was a suggestion by Mr Watson, in his submissions, that perhaps the difference between the £10,289,910 which Mr Ginda refers to as the “Final Payment” and the £12,347,892 TGDM received, is not VAT, but this cannot be correct because £10,289,910 has been independently confirmed by Jones Day to be the amount of the Final Payment exclusive of VAT and 20% of £10,289,910 is £2,058,892 being the difference between £10,289,910 and the total payment of £12,347,892, which TGDM received from Cortland;(d) when Sanman sought to increase the limit on the Freezing Order from £8 million to £10.9 million, the increase was justified (by Mr Heer, in his affidavit of 8 October 2024) not according to how much TGDM would receive from Cortland, but by reference to: 50% of the likely profit (on Sanman’s case) from the Square Development, plus costs, as follows: (i) £5.4 million being 50% of the Final Payment then expected from Cortland for the Residential Development; (ii) £5 million being 50% of the expected profit from the Hotel Development; and (iii) £500,000 for costs; and(e) the exhibit to Mr Ginda’s witness statement of 10 October 2024 made it clear that the £10,289,910 was a “net” figure, which clearly meant “net of VAT”.[30]I am not satisfied (bearing in mind that if permission is given, then the allegation will need to be proved to the criminal standard) that Sanman has demonstrated that it has a strong prime facie case that the identical impugned statements are false:(a) it is common ground that the DMA does define the “Final Payment” as a VAT exclusive figure. Whilst Mr Watson did say that there was no evidence that TGDM had accounted to HMRC for £2,058,892 in VAT, he stopped short of asserting that that sum does not represent VAT on the “Final Payment” of £10,289,910. The evidence, such as it is (see paragraph 29 (c) above) suggests that it is and I proceed on the basis that the £2,058,892 is VAT on the sum of £10,289,910;(b) in paragraph 15 of his witness statement of 10 October 2024 and paragraph 8 of his affidavit 12 November 2024, Mr Ginda uses the capitalised term “Final Payment”. The DMA defines “Final Payment” (which is a capitalised term in the DMA) as the VAT exclusive figure to be paid to TGDM, to be calculated in accordance with a formula set out in the DMA. If Mr Ginda is therefore taken, by his impugned statements (“The Final Payment received under the [DMA] was received from Cortland on 30 September 2024. The Final Payment received is £10,289,910.”) to mean only that £10,289,910 was the value of the Final Payment as defined by the DMA, which TGDM had received from Cortland, then the statements are not false;(c) when I put it to Mr. Watson, that Mr Ginda does not say that the total sum received from Cortland was £10,289,910, but instead that the Final Payment under the DMA was £10,289,910, which if taken literally appears to be true, Mr. Watson said that the statement is at least deliberately misleading and therefore false. Mr Watson said that the test of what was meant by a statement is what a reasonable objective observer would understand it to mean. Mr Ginda has not put in any evidence in response to the Application to explain what he did mean and I should look at what Mr Ginda did after he made those statements: (i) he made a further false statement about the amount of money in TGDM's bank account (allegations 2 - 4) had he revealed the correct figure in TGDM’s bank account then it would have been obvious that TGDM had received more than £10,289,910 from Cortland; and (ii) he paid £250,000 to Samuel & Co and £540,000 to Skybridge out of the VAT element of the payment TGDM received from Cortland, which was not disclosed to Sanman. These actions (says Mr Watson) support the conclusion that Mr Ginda meant to mislead Sanman into believing that TGDM had only received £10,289,910 from Cortland.(d) Mr Ginda: (i) arranged to pay £250,000 to his own company, Samuel & Co and £540,000 to Skybridge, shortly before the limit on the Freezing Order was increased to £10.8 million, on 18 October 2024. Those payments were however made at a time when the financial limit on the freezing undertaking was £8 million. The payments to Samuel & Co and Skybridge could still have been made without reducing TGDM’s assets below £8 million, even if the total sum received by TGDM from Cortland had been £10,289,910, rather than £12,347,892; and (ii) did go on to make statements about the balance on TGDM's bank account with BNP which, as I will say shortly, it is accepted are at least inaccurate. These matters however go more to the question of whether Mr Ginda deliberately made statements he knew to be untrue, rather than the proper interpretation of what he said (and it is unlikely that the court would attribute any or any material weight to those factors in deciding how to interpret the meaning of the impugned statements).(e) I accept that the test for what Mr Ginda should be taken to have meant by the impugned statements is, what a reasonable objective observer would conclude he meant. In order for the court to find that the statements were false, in contempt proceedings, Sanman would need to prove, to the criminal standard (that is beyond reasonable doubt) that what it says is the true meaning of the words used by Mr Ginda are their true meaning. In circumstances where a literal interpretation of the words used would support the conclusion that they were not untrue, I am not satisfied that Sanman has a strong prima facie case that the statement “The Final Payment received under the [DMA] was received from Cortland on 30 September 2024. The Final Payment received is £10,289,910” is false in the sense that a reasonable objective observer would take that statement to mean that the total sum which TGDM had received from Cortland was £10,289,910, bearing in mind that this would need to be proved beyond reasonable doubt.[31]As I have concluded that the application for permission to bring contempt proceedings on grounds 1 and 5 falls at the first hurdle (Sanman having failed to demonstrate that it has a strong prima facie case that the statements were false) it is not necessary for me to go on to consider the remaining factors identified by me in paragraph 26 above but I will do so briefly. A Strong Prima Facie Case that Mr Ginda Knew the Statements were False?[32]Mr Watson says that:(a) given Mr Ginda’s position as sole director and ultimate beneficial shareholder of TGDM, he would know how much money it received from Cortland and therefore he knew that what he said in paragraph 15 of his witness statement of 10 October 2024 and paragraph 8 of his affidavit sworn on 12 November 2024 was untrue; and(b) Mr Ginda’s motive for making the deliberately false statements was to deny Sanman the opportunity to seek a higher limit on the Freezing Order, at the hearing on 18 October 2024, so that he could use the additional £2 million received from Cortland for his own purposes (in particular paying Samuel & Co £250,000 and Skybridge £540,000) without breaching the financial limit on the Freezing Order.[33]Mr Robins says that:(a) even if there is some basis for contending that Mr Ginda’s statements were not true, there is no basis for concluding that he knew them to be false. It is not enough for Sanman to simply assert that Mr Ginda “must know” the correct figure;(b) the payments to Samuel & Co and Skybridge were made before the limit on the Freezing Order was increased to £10.8 million; and(c) even if the additional VAT payment had been specifically disclosed to Sanman, it would form no basis for seeking an increase in the financial limit on the Freezing Order, beyond the £10.9m sought in Mr Heer’s affidavit of 8 October 2024 sworn in support of the application for the Freezing Order (see paragraph 29(d) above).[34]The fact that, in order to succeed in its allegations of contempt on grounds 1 and 5, Sanman would not only have to persuade the court that the words used by Mr Ginda meant that TGDM had only received a total of £10,289,910 from Cortland, but also that Mr Ginda deliberately used those words in order to mislead Sanman into believing this, adds another layer of difficulty to Sanman proving grounds 1 and 5, beyond reasonable doubt. It is one thing to use the “reasonable objective observer” test in deciding what the words mean but quite another to conclude that Mr Ginda intended to mislead Sanman into believing that the total sum received by TGDM was £10,289,910, by using the words that he did.[35]I accept that, as sole director of TGDM (and in the absence of Mr Ginda asserting that he did not know that the total sum received from Cortland was £12,347,892) it may be presumed that Mr Ginda did know that this was the total sum received by TGDM, but this of itself does not mean that Mr Ginda decided to mislead Sanmani into believing that all that TGDM had received was £10,289.910 (or at least that the court will be satisfied of that beyond reasonable doubt).[36]The payments to Samuel & Co and Skybridge, as Mr Robins rightly says were made before the hearing on 18 October 2024 when the Freezing Order was made and the financial limit increased to £10.8m, even if the financial limit for the Freezing Order made on 18 October 2024, had been higher, this would not have prevented these payments being made.[37]The fact that the sum received by TGDM, from Sanman, was £2 million more than Sanman appear to have believed that it was, would not, of itself have justified an increase, on 18 October 2024, in the financial limit on the Freezing Order. It might have led Sanman to seek a higher financial limit on the Freezing Order but, whilst this may have been a motive for Mr Ginda to mislead Sanman into believing that the sum received by TGDM from Cortland was less than it actually was, that motive is not as strong as Mr Watson suggests.[38]I accept that it is common ground that Mr Ginda subsequently understated the balance on TGDM’s bank account with PNB. This may be linked to Mr Ginda’s previous (on Sanman’s case) understating of the sum received from Cortland, the later misstatement being intended to hide the earlier one.[39]I have found that the motive for Mr Ginda to make what Sanman says were false statements, is confined to avoiding Sanman seeking a higher financial limit on the Freezing Order. This motive, when taken together with Mr Ginda’s subsequent understating of the balance on TGDM’s PNB account are not sufficient to satisfy me that Sanman has shown that it has a strong prima facie case (on the assumption that the impugned statement about funds received from Cortland was false) that Mr Ginda deliberately made that false statement, bearing in mind that Sanman would have to prove that allegation, beyond reasonable doubt.

Significance of and use to which the Statement was put/motive

[40]I will deal with these remaining points, which Butcher J, in Olympic Council of Asia puts under the heading of “strong prima facie case of contempt” (see paragraph 26(a) above) together, because it seems to me that they are inextricably linked.[41]Mr Watson says that Mr Ginda deliberately misled Sanman as to the amount of money that TGDM had received from Cortland, because Mr Ginda wanted to avoid Sanman obtaining or at least seeking to obtain a higher financial limit on the Freezing Order than Sanman was already seeking at the hearing on 18 October 2024. So far as the payments to Samuel & Co and Skybridge (amongst others) which were paid before 18 October 2024, are concerned, Mr Watson says that Sanman would not have agreed to these being paid, as legitimate expenses of the Residential Development out of the monies frozen, by the Freezing Order. By hiding the VAT payment of £2 million TGDM was able to make the payments to Samuel & Co and Skybridge, which Sanman would never have agreed to and still allow the VAT payment to be made out of the £10.8 million frozen. This is because the VAT was clearly a legitimate expense of the Residential Development, which Sanman would not have been able to object to TGDM paying, even if it brought the value of TGDM’s assets below £10.8 million. This is, on Mr Watson’s case, the use to which the false statements (or at least the first one) were put, their significance to the Freezing Order proceedings and Mr Ginda’s motive for making the false statement.[42]Mr Robins position, as I already mentioned, is that:(a) TGDM made the payments to Samuel & Co and Skybridge before the hearing on 18 October 2024 (when the freezing order limit was increased from £8 million to £10.8 million). Those payments were made within the then £8 million financial limit of the undertaking, so Mr Ginda cannot have misrepresented the payment which TGDM received from Cortland, in order to be able to make those payments; and(b) the VAT payment did not represent profit made from the Residential Development, but came with a liability to account to HMRC for that same sum. Even if Sanman had known about the VAT payment, before 18 October 2024, it would not have led to the limit on the Freezing Order being increased beyond £10.8 million, because that limit was based on 50% of the likely profit from the Residential Development and the Hotel Development, not the cash received by TGDM from Cortland.[43]Unlike the need to consider whether Sanman has a strong prima facie case, to show that the impugned statements were false and deliberately so (which in my judgement must be proved, for permission be given at all) the strength of the evidence dealing with the significance of the allegedfalse statements, the use to which they were put and the motive for making them are all factors to be taken into account in deciding whether or not to grant permission, rather than hard tests that must be met, if permission is to be given at all.[44]I do not consider there is strong evidence to support the conclusion that Mr Ginda (on the assumption that the statements were false) stated that the final payment was £10,289,910, in order to facilitate the payments to Samuel & Co (£250,000) and Skybridge (£450,000) and/or to avoid Sanman seeking a higher financial limit for the Freezing[45]Given my conclusions in paragraph 44(c) the factors relating to:(a) significance to the proceedings;(b) the use to which the alleged false statements were put; and(c) Mr Ginda’s motive for making the alleged false statements, do not materially support granting permission for Sanman to proceed with grounds 1 and 5.

THE PUBLIC INTEREST

[46]Butcher J identified four factors in Olympic Council of Asia (see paragraph 26(b) above) that are relevant for the court to consider, in deciding whether it is in the public interest for contempt proceedings to be taken. Given my finding that Sanman has not shown a sufficiently strong prima facie case of contempt, I will deal with the points relatively quickly. Prosecutorial Motive[47]Mr Robins says that I should conclude that Sanman is not making the Application to promote the public interest, but rather to use as a “stick to beat” the Respondents with, in the substantive proceedings. Mr Robins refers to:(a) two separate appeals being pursued by the Respondents against the liability judgement in favour of Sanman, permission to bring the first appeal having been given by the Court of Appeal in January 2025; and(b) Sanman not having a strong prima facie case in relation to grounds 1 and 5, which, he says supports his assertion that Sanman is seeking permission to bring contempt proceedings against the Respondents, not because there is a realistic prospect of a finding of contempt being made, but to put pressure on them in the substantive proceedings.[48]Mr Watson says that there is simply no evidence here of permission being sought for an improper collateral purpose, such as putting pressure upon the Respondents in the substantive proceedings.[49]I asked Mr Robins what the particular features of this case were which should lead me to conclude that Sanman was illegitimately using the threat of contempt proceedings to bring pressure to bear on the defendants, in the substantive proceedings. Mr Robins responded to my question by repeating the point recorded in paragraph 47 (b) above and by referring to the fact that Mr Heer had not exhibited key documents, which he said revealed grounds 1 and 5 to be baseless.[50]In my judgement there is nothing in the facts of this case that gives me any reason to have concerns about the motives of Sanman in seeking permission to bring contempt proceedings beyond what may be suggested in any case where one party seeks permission to bring contempt proceedings against another and the substantive proceedings between them are still ongoing. I do not consider “prosecutorial motive” to be a factor against granting permission in this case.

Would contempt proceedings justify the court’s and other resources which would be devoted to them?/Proportionality

[51]Mr Robins says that giving permission to take contempt proceedings in this case would result in an unjustified amount of the court’s resources and other resources being devoted to those proceedings and the use of those resources would be disproportionate to the issues raised in such contempt proceedings. Mr Robins assertions related to all the grounds on which Sanman seeks permission. Mr Watson denied both assertions.[52]At the start of his oral reply, I suggested to Mr Watson that, because it was clear that Sanman’s case on grounds 3 and 4 (no permission being needed for ground 2) was stronger than it is on grounds 1 and 5, it could be argued that it would be a better use of the court’s resources and other resources and more proportionate for me to grant permission to proceed on grounds 3 and 4 only and not on grounds 1 and 5 as well (if all other factors pointed in favour of giving permission on grounds 1,3,4 and 5). Mr Watson said that Sanman’s case is that the false statements alleged in grounds 1 and 5 and those in grounds 2 – 4 are part of the same scheme by Mr Ginda to make false statements aimed at reducing the effectiveness of the Freezing Order as a means of protecting Sanman against the wrongful dissipation of TGDM’s assets. The false statements referred to in grounds 2 - 4 covered up the fact that the statements referred to in grounds 1 and 5 were false. Reducing the number of grounds for which permission is given would not, Mr Watson said, reduce the extent of the factual investigation at the final hearing of the contempt allegations. Sanman would still want to present evidence and (if he gave evidence) to cross-examine Mr Ginda on the statements that form the basis of grounds 1 and 5, even if permission were only given to bring committal proceedings in relation to grounds 3 and 4.[53]Had I determined that Sanman had made out a strong prima facie case that the statements to which grounds 1 and 5 relate were knowingly false, I would still have considered carefully whether the public interest was sufficiently furthered, by giving permission to proceed with contempt proceedings on grounds 1 and 5, as well as grounds 3 and 4 (assuming that the grounds to grant permission on all those grounds was otherwise made out) to justify the use of the resources which would be expended in prosecuting them. It is common ground that Sanman’s case in respect of grounds 3 and 4 is materially stronger than its case on grounds 1 and 5 (principally because it is also common ground that the statement which forms the basis of grounds 2 - 4 was false). It seems to me, in spite of what Mr Watson says, that the public interest in committal proceedings being taken against the Respondents, in this case, would be substantially met by giving permission to Sanman to proceed on 2 grounds, rather than 4, at least potentially thereby using less of the court’s resources and other resources and at a more proportionate cost (on the assumption that I would otherwise give permission on all 4 grounds). This is therefore, in my judgement, another factor against granting permission on grounds 1 and 5. Furthering the Overriding Objective[54]Neither Mr Robins, nor Mr Watson made any submissions in respect of the overriding objective, beyond Mr Robins asserting that it was not, and Mr Watson asserting that it was, consistent with the overriding objective, for me to grant permission in relation to grounds 1 and 5.[55]The overriding objective is to deal with cases justly and at proportionate cost (CPR 1.1(1)) which can most obviously be applied to procedural steps in existing proceedings, rather than deciding whether to grant permission for proceedings to be taken at all.[56]I have already commented on the issue of proportionality in relation to grounds 1 and 5 and have concluded that, if I had been satisfied that the other factors pointed in favour of giving permission for Sanman to proceed on grounds 1 and 5, nonetheless it may not have been justifiable or proportionate to give Sanman permission to proceed on grounds 1 and 5 as well as grounds 3 and 4 (if I decide to give permission for grounds 3 and 4) for reasons I have already explained. CPR 1.1(2) sets out a list of other factors said to be included in the assessment of whether a particular step promotes the objective of dealing with cases justly and at proportionate cost. It seems to me that those other factors, relevant to the overriding objective are subsumed within the other principles that I have and will apply in deciding whether to grant permission. Given the comments that I have already made concerning ground 1 and 5, in relation to the use of the courts’ resources and other resources and proportionality, I consider that the overriding objective points, although not strongly, against giving permission on grounds 1 and 5.

Likely Penalty

[57]Mr Watson and Mr Robins agreed that Trower J was right in Cole v Carpenter to say that only limited weight should be given to the possible penalty to be imposed for contempt. They both accepted that it was not really possible to speculate, with any accuracy, as to what penalty might be imposed, if Mr Ginda were found to be in contempt. I do not consider the likely penalty in this case is a factor that militates either for or against granting permission for Sanman to take contempt proceedings under grounds 1 and 5. Is Sanman a Proper Person to bring the Contempt proceedings?[58]This is the first of the additional points made by Moore-Bick LJ in KJM Superbikes(see paragraph 26 (c) above).[59]It seems to me that, having found that I am not satisfied that Sanman has any illegitimate “prosecutorial motive” for bringing contempt proceedings against the Respondents and because Sanman is the only party who it appears could, or would bring such proceedings, Sanman would be an appropriate party to bring the contempt proceedings.

The Need for Great Caution

[60]This is the second of the additional points made by Moore-Bick LJ in KJM Superbikes(see paragraph 26 (d) above).[61]Moore-Bick LJ says that the court should exercise great caution before giving permission and should not do so unless there is a strong case that the statement is untrue and the maker knew it to be untrue when they made it. I have decided not to grant permission in relation to grounds 1 and 5, because I am not satisfied that Sanman’s case, that the statements which form the subject matter of grounds 1 and 5 are untrue or that, if it they were untrue, Mr Ginda knew them to be untrue, is a strong prima facie case.

GROUNDS 3 AND 4

[62]I have determined that Sanman needs permission to bring contempt proceedings in respect of grounds 3 and 4, but not ground 2 (see paragraph 22 above).[63]Grounds 3 and 4 are both based upon the statement made in paragraph 10 of Mr Ginda’s affidavit of 12 November 2024 that “[TGDM’s] only asset worldwide exceeding £10,000 in value is £9,315,733 in [TGDM’s] bank account with Punjab National Bank”. This is said, by Sanman to be:(a) a false statement which Mr Ginda knew to be false (ground 3); and(b) a breach of paragraph 9 of the Freezing Order (ground 4).[64]In considering whether to grant permission to bring contempt proceedings in respect of grounds 3 and 4, I will:(a) consider whether there is a strong prima facie case that the statement in paragraph 10 is false, if not I will refuse permission, for grounds 3 and 4;(b) consider whether there is a strong prima facie case that Mr Ginda knew that the statement was false, if not I will refuse permission, for grounds 3 and 4;(c) in relation to ground 4 only, consider whether there is a strong prima facie case that paragraph 9 of the Freezing Order has been breached, if not, I will refuse permission for ground 4;(d) consider whether Sanman has a strong prima facie case in relation to the other factors identified by Butcher J in Olympic Council of Asia relevant to a finding of contempt (see paragraph 26(a) above);(e) consider the public interest factors identified by Butcher J in Olympic Council of Asia (see paragraph 26(b) above);(f) consider the additional factors identified by Moore - Bick LJ in KJM Superbikes (see paragraph 26 (c) and (d) above);and(g) conclude, taking all those factors into account, whether to grant permission for Sanman to bring contempt proceedings on ground 3 and/or ground 4.

Does Sanman have a Strong Prima Facie Case that the statement is false?

[65]It is common ground that the statement in paragraph 10 of Mr Ginda’s affidavit of 12 November 2024 is false. The balance on TGDM’s PNB account between 29 October 2024 and 14 November 2024 was £11,118,533.17 and not £9,315,733 as Mr Ginda said it was, in paragraph 10 of his affidavit dated 12 November 2024. Sanman will therefore be able to show that the statement is false. Does Sanman have a Strong Prima Facie Case that Mr Ginda knew the Statement to be untrue?[66]Mr Watson says:(a) Mr Ginda was present at the hearing on 18 October 2024 at which the Freezing Order was made, leaving just before I gave my judgement, but he was represented throughout the hearing by senior counsel and a solicitor. Mr Ginda would therefore know, if not on 18 October 2024, then shortly thereafter that: (i) within 48 hours of service of the Freezing Order on the Respondents, they would have to provide details of the balance on TGDM’s PNB bank account; and (ii) within 5 business days of service of the Freezing Order, an affidavit would need to be sworn by Mr Ginda and served on Sanman’s solicitors confirming that balance;(b) formal service of the Freezing Order on the Respondents was not treated as having taken place until around 5 November 2024, because of a debate, in correspondence about whether service of the Freezing Order, on Jury O’Shea, amounted to good service. Eventually it was agreed that service of the Freezing Order on Jury O’Shea was good service and Jury O’Shea confirmed, on 7 November 2024, that the balance on TGDM’s PNB account was £9,315,733. Mr Ginda’s affidavit, sworn on 12 November 2024 confirms the same figure;(c) Sanman only discovered that the information contained in paragraph 10 Mr Ginda’s affidavit of 12 November 2024 (and Jury O’shea’s letter of 7 July 2024) was false when TGDM’s new solicitors, Hill Dickinson provided Sanman’s solicitors with copies of TGDM’s PNB bank statements (in January 2025); and(d) Mr Ginda has provided no explanation as to why the wrong figure was given in Jury O’Shea’s letter of 7 November 2024 and Mr Ginda’s affidavit of 12 November 2024. By the time Mr Ginda swore his affidavit, it was 23 days since the Freezing Order had been made. Mr Ginda had all that time to obtain the correct figure from PNB. It is fanciful to suggest, with no evidence, that Mr Ginda, the sole director and ultimate beneficial owner of TGDM’s shares, was unable to obtain a bank statement or even confirmation of the balance on TGDM’s account from PNB, within 23 days, particularly when a bank statement from PNB was produced in January 2025.[67]Mr Robins says that Sanman has provided no evidence that Mr Ginda knew that the statement in paragraph 10 of his affidavit was false. Without that evidence I should not find that Sanman has made out a strong prima facie case that Mr Ginda knew that what he said in paragraph 10 of his affidavit was not true. Mr Robins suggested that what Mr Ginda did was to carry out some erroneous calculation of what the balance on TGDM’s PNB account was and that he gave these details to Jury O’Shea and included them in his affidavit.[68]In my judgement, Sanman has easily shown a strong prima facie case that Mr Ginda knew that what he said in paragraph 10 of his affidavit was not true, even taking into account the fact that, at any hearing of the contempt application, Sanman will need to prove this beyond reasonable doubt. I come to this conclusion for the following reasons:(a) I am satisfied that Mr Ginda would know, within a day or two at most of the hearing on 18 October 2024, that the Respondents would be required to provide details of the balance of on TGDM’s BNP account and that he would be required to verify that figure by affidavit. Mr Ginda would know this because I am satisfied that the Respondents’ legal representatives would have told Mr Ginda, within a day or two of 18 October 2024, that this would be required;(b) Mr Ginda was, at the relevant time, sole director and ultimate beneficial owner of TGDM’s shares. Absent some evidence as to why this was not so (and there is none), Mr Ginda would be entitled to ask PNB for a bank statement or to confirm the current balance on TGDM’s bank account. That this information could be obtained by Mr Ginda is also demonstrated by Hill Dickinson producing a bank statement from PNB, in January 2025;(c) the importance of getting the figure right can hardly have been lost on Mr Ginda, given that: (i) it was a court order that required that information to be provided; (ii) the information was required to be verified by affidavit; and (ii) the Freezing Order required TGDM not to dispose of its assets up to the financial limit of £10.8 million and the Respondents were required, by the Freezing Order, to provide details of those assets which would represent the assets frozen in the hands of TGDM by the Freezing Order;(d) as for Mr Robins’ suggestion that, rather than obtaining the balance figure from PNB, Mr Ginda carried out some erroneous calculation of what the balance on the PNB account was, there is no evidence that this is what happened and I note that the correct figure of £11,118,537 is some 1.8 million more than the figure that Mr Ginda confirmed on oath, in his affidavit; and(e) given (a) - (d), if Mr Ginda wanted to suggest that for some extraordinary reason he had quite innocently provided a figure for the balance on TGDM’s PNB bank account which was £1.8 million less that the true balance, he should have filed a witness statement explaining how this mistake arose. He has not done so.[69]The circumstances described by me in paragraph 68 above lead me to conclude that Sanman has a strong prima facie case, that Mr Ginda knew that the balance on TGDM’s PNB account was not £9,315,733, but a much higher figure and therefore that he deliberately made a false statement, in his affidavit of 12 October 2024, that the balance on TGDM’s PNB account was £9,315,733. Is there a Strong prima facie case that TGDM breached paragraph 9 of the Freezing Order?[70]Like ground 3, ground 4 is based upon Mr Ginda having made a deliberately false statement in paragraph 10 of his affidavit of 12 November 2024. I have already found that Sanman has a strong prima facie case both that that statement was false (which is common ground) and that Mr Ginda knew that it was false (which is not). Sanman must also show that it has a strong prima facie case that deliberately making that false statement was a breach of paragraph 9 of the freezing order.[71]Paragraphs 8 and 9 of the Freezing Order contain, where relevant the following provisions:
“8(1) … The Respondent must within 48 hours of service of this order and to the best of their ability inform the Applicant’s solicitors of all their assets worldwide exceeding £10,000 in value whether in their own name or not and whether solely or jointly owned, giving the value, location and details of all such assets.” “9 Within 5 working days after being served with this order, the Respondent must swear and serve on the Applicant’s solicitors an affidavit setting out the above information.”
[72]Mr Robins says that the Freezing Order required details of TGDM’s assets to be provided to the best of TGDM’s ability, there is no obligation to make reasonable enquiry as to what those assets are, before providing the information. As I have already said, Mr Robins suggested (with no evidence to support his contention) that what Mr Ginda had done was to carry out a calculation of the balance standing to the credit or TGDM’s account with BNP, under some time pressure and provided that figure to the Respondents’ solicitors (which they communicated to Sanman’s solicitors) and which Mr Ginda included in paragraph 10 of his affidavit.[73]Mr Robins referred to Civil Fraud, 1st Ed, footnote 51 to paragraph 35 – 027, in support of his case that there has been no breach of paragraph 9 of the Freezing Order (even though the figure contained in paragraph 10 of Mr Ginda’s affidavit is accepted to be wrong). Footnote 51 says:
“The freezing injunction standard forms… require the respondent to give disclosure of assets “to the best of his ability”
. It is also not uncommon to see the words “and after making all reasonable enquiries” (or words to a similar effect) in a freezing injunction. Differences in wording such as this may make a difference as to whether liability is established on a given set of facts”. Mr Robins suggested that Mr Ginda had, even if he did not make reasonable enquiry, nonetheless provided details of TGDM’s assets to the best of his ability, or at least that Sanman could not show that he had not;[74]For present purposes I will accept that it is at least arguable that the requirement in paragraph 8 of the Freezing Order for the Respondents to inform Sanman’s solicitors “to the best of their ability” of all the assets of TGDM exceeding £10,000, applies to the affidavit which was required under paragraph 9 as well. I asked Mr Robins how, on the assumption that the Respondents only obligation was to provide details of the balance on TGDM’s PNB bank account “to the best of their ability” they could do so without making reasonable enquiries of PNB, as to what that balance was. Mr Robins response was simply to refer me to footnote 51 to paragraph 35 – 027 of Civil Fraud 1st Edition where it says that differences in the wording of the freezing order can make a difference as to whether that order is breached or not.[75]Whilst I accept that it must be right that consideration of the precise wording of a requirement in a freezing order may make a difference to whether a party is found to have breached the freezing order or not, I am easily satisfied that Sanman has made out a strong prima facie case that the Respondents have breached paragraph 9 of the Freezing Order. I have come to that conclusion for the following reasons:(a) there is no evidence before me of how Mr Ginda came to provide the wrong figure for the balance on TGDM’s PNB account. I cannot simply assume that he carried out an erroneous calculation in error;(b) for the reasons I have already given I do not accept that Mr Ginda was under any time pressure, he had ample time to obtain the correct figure (see paragraph 68(a) above)(c) even if Mr Ginda did carry out an erroneous calculation, in error, there is no explanation of how, consistent with the obligation on the Respondents to provide details of TGDM’s assets “to the best of their ability” he came to do so and either did not ask PNB to provide the figure (and if not why not) or did ask them, but still produced the wrong figure; and(d) I have found that Sanman has shown that it has a strong prima facie case that Mr Ginda deliberately provided the wrong figure to Jury O’shea and in his affidavit and it necessarily follows that Sanman has a strong prima facie case that the Respondents failed to comply with their obligation under paragraph 9 of the Freezing Order to provide details of “all their assets worldwide exceeding £10,000” confirming that detail by affidavit, whether that obligation included an obligation to make reasonable enquiry or only to provide the information to the best of their ability. The significance of the false statement, use to which it was put and Mr Ginda’s motive[76]Mr Watson says:(a) The false statement, as to the balance held on TGDM’s BNP account in Mr Ginda’s affidavit of 12 November 2024, was made to prevent discovery of Mr Ginda’s initial, at least misleading statement (that TGDM had received £10,289,910 from Cortland, when in fact it had received £12,347,892) and to ensure that TGDM could continue to dissipate its assets despite the Freezing Order;(b) the making of a false statement, as to TGDM’s assets, in response to a requirement in the Freezing Order to provide those details is extremely serious. The whole purpose of the freezing order regime would be undermined if making a false statement in that context attracted no sanction; and(c) this is not an issue that will form any part of the final decision in the substantive proceedings (as to liability or quantum) so there will be no sanction for making such a deliberately false statement, unless contempt proceedings are pursued;[77]Mr Robins says that, even assuming that Sanman is right, that Mr Ginda deliberately made a false statement as to the balance on TGDM’s PNB account, it had no effect on the financial limit applied to the Freezing Order or dissipation of TGDM’s assets because:(a) the financial limit was calculated according to the profit anticipated to be made from the Residential Development and Hotel Development, not the cash held by TGDM; and(b) the payments to Samuel & Co and Skybridge, were made before the Freezing Order was granted. The alleged false statement is not therefore significant to the proceedings.[78]I am satisfied that Sanman has established a strong prima facie case:(a) that Mr Ginda’s false statement regarding the balance on TGDM’s PNB account was of significant importance to the Freezing Order and the freezing order regime more generally; and(b) that Mr Ginda’s motive for deliberately making such a false statement (if Sanman establishes it was deliberate) and the use to which the false statement was put, was to mislead Sanman and the court as to the true balance on TGDM’s account with PNB.[79]I have come to the conclusions in paragraph 78 above for the following reasons:(a) the purpose of the freezing order regime (which applies where the claimant is able to show that there is a real risk of the defendant wrongly dissipating its assets to avoid the claimant enforcing any subsequent judgment it may obtain against the defendant) is to prevent such dissipation. It is a standard requirement in a freezing order that the defendant discloses details of their assets, in order to enable the freezing order to be policed. If the response to that requirement is inaccurate to a material extent, then neither the claimant nor the court can know whether the defendant has breached the freezing order. For that reason I accept Mr Watson’s point that the purpose of the freezing order regime would be significantly undermined if there is no sanction applied to a defendant or its officers who deliberately provide false information regarding the extent of the defendant’s assets;(b) Mr Watson says that Mr Ginda made a false statement regarding the balance on TGDM’s BNP account to hide his previously successful attempt to mislead Sanman into believing that TGDM had only received £10,289,910 from Cortland, when in fact it had received £12,347,892. It is unnecessary for me to determine, at this stage, whether that was Mr Ginda’s purpose, it may well have been, but I am satisfied that Sanman have, in any event, shown that it has a strong prima facie case that Mr Ginda’s purpose (if it is found that he deliberately misrepresented the balance on TGDM’s PNB account) was at least to falsely represent to Sanman that the balance on that account was PNB £9,315,733, when it was in fact £1.8 million higher.. THE PUBLIC INTEREST

Prosecutorial Motive

[80]I have already said (see paragraph 50 above) that there is nothing in this case which persuades me that Sanman’s motive in seeking permission to bring contempt proceedings is to bring pressure to bear on the Respondents in relation to the substantive proceedings or any other pursuit of its private interests. Prosecutorial motive is not therefore a point against granting permission in relation to grounds 3 and 4.

Would contempt proceedings justify the court’s and other resources which will be devoted to them/proportionality?

[81]I have concluded that it is of very significant importance to the achievement of the underlying purpose of the freezing order regime that accurate information, as to the defendant’s assets is provided in response to a requirement in a freezing order. Ignoring ground 2 for the moment, if I do not give permission for grounds 3 and 4 to be pursued, there will be no procedure by which it will be determined whether Mr Ginda deliberately made a false statement as to the true balance on TGDM’s PNB account on oath or not and if appropriate a sanction applied. For that reason, I considered that it is both justified and proportionate that the court’s and other resources should be consumed in respect of contempt proceedings to determine whether Mr Ginda provided the deliberately false information on oath, to which ground 3 refers (and breached paragraph 9 of the Freezing Order, to which ground 4 refers) and if appropriate a sanction is applied.[82]If I assume that Sanman would pursue ground 2, even if I do not give it permission to pursue grounds 3 and 4, then the effect on the considerations of: the use of the court’s and other resources; and proportionality, if I give Sanman permission to pursue grounds 3 and 4 is, in my judgment as follows:(a) the additional use of the court’s and other resources consumed, if I give permission for grounds 3 and 4 to be pursued, would be much less than if ground 2 was not going to be pursued in any event; and(b) the public interest in grounds 3 and 4 being pursued as well as ground 2 would be reduced but, in my judgment, there would still be a public interest in grounds 3 and 4 being pursued because: (i) grounds 3 and 4 refer to a statement made by Mr Ginda on oath, not information provided by the respondent’s solicitors; and (ii) it is possible (although I accept unlikely) that ground 2 might be successfully defended but ground 3 and/or 4 not.[83]I conclude that, whether or not ground 2 would be pursued, regardless of my decision on grounds 3 and 4, there is sufficient public interest, in protecting the efficacy of the freezing order regime, to mean that use of the court’s and other resources which will be consumed in Sanman pursing grounds 3 and 4 would be justified and proportionate.

Furthering the Overriding Objective

[84]I have already said that the overriding objective is a more material consideration for procedural issues in existing proceedings than considering whether permission should be given to commence proceedings at all. In so far as the overriding objective is relevant to my decision, for the reasons already given, I consider that it is both a proportionate use of the court’s resources and that it will advance the just disposal of proceedings (by safeguarding the freezing order regime) for me to give Sanman permission to bring contempt proceedings on grounds 3 and 4.

Likely Penalty

[85]For the reasons already given in paragraph 57 above, I attribute no material weight to the likely penalty.

Is Sanman a Proper Person to bring the Contempt proceedings?

[86]For the reasons set out in paragraphs 58 and 59 above I consider that Sanman is a proper person to bring the contempt proceedings.

The Need for Great Caution

[87]It is common ground that the statement in paragraph 10 of Mr Ginda’s affidavit of 12 November 2024 is false and I have found that Sanman has a strong prima facie case that Mr Ginda knew that it was false when he made it. I am satisfied, in those circumstances and having balanced the other factors relevant to a finding of contempt and considerations of public interest, that it is appropriate to give Sanman permission to bring contempt proceedings against the Respondents on grounds 3 and 4. SHOULD I GRANT A STAY IN RESPECT OF GROUND 2?[88]In Cole v Carpenter, Trower J said (see paragraph 18 above) that if the court refuses an applicant permission to pursue committal proceedings on a ground which is substantially identical to a ground which the applicant does not need the court’s permission to pursue, there is at least a serious possibility that the court will grant a stay that prevents the applicant from proceeding with a committal action in relation to the ground for which its permission is not required.[89]I have determined (see paragraph 19 above) that Sanman does not need permission to pursue contempt proceedings against the Respondents on ground 2 and I said, in paragraph 20 above, that I would leave the question of whether I should grant a stay in respect of ground 2, until I had decided whether or not to grant Sanman permission to proceed on grounds of 3 and 4. As I have decided to grant Sanman permission to proceed on grounds 3 and 4, no question of granting a stay, preventing Sanman from pursuing contempt proceedings on ground 2 arises.

Order

(a) TGDM made the payments to Samuel & Co (£250,000) and Skybridge (£540,000), shortly before, rather than after the Freezing Order was made on 18 October 2024 (which increased the financial limit from £8 million to £10.8 million). Any more significant increase in the financial limit of the Freezing Order, imposed on 18 October 2024 would not therefore have prevented these payments being made (although not having a higher financial limit on the Freezing Order may have helped to hide the fact that they had been made);(b) as to whether disclosing that TGDM had in fact received £12,347,892, including VAT, from Cortland would have given Sanman a real opportunity to seek a higher limit on the Freezing Order than £10.8 million (a point which I have already touched upon, but which I now deal with in more detail) the position is not straightforward: (i) the financial limit placed on the Freezing Order was calculated by reference to the evidence that Sanman produced as to the profit that might expect to be made by TGDM from the Residential Development and by D4 from the Hotel Development, plus costs; (ii) in support of Sanman’s application to increase the financial limit from £8m to £10.9m, Mr Heer said, in his affidavit of 10 October 2024, that: - the profit for the Residential Development should be placed at around £10.8 million, because this was what Deloitte (acting for TGDM) in a letter dated 22 July 2024, written by them to Jones Day (acting for Cortland) had suggested that TGDM were seeking as the Final Payment; - profit for the Hotel Development should be placed at £5m; and - an allowance of £500,000 should be made for costs; and (iii) Mr Robins is right that the VAT element of the payment made by Cortland to TGDM would not increase the profit made by TGDM on the Residential Development (because TGDM would have to account to HMRC for that VAT). Mr Watson said however that Mr Heer had acted conservatively in suggesting the likely profit on the Hotel Development at £10 million (of which Sanman’s share would be £5 million). He did so because Deloitte’s letter to Jones Day suggested that the final payment would be no more than £10.8 million. There was no point therefore in Mr Heer seeking to persuade me, on 18 October 2024, that the profit on the Hotel Development was likely to be more than £10 million, because increasing the financial limit on the Freezing Order would (if no more than £10.8 million was received) not freeze any larger sum. If however Mr Heer had understood that another £2 million would be received by TGDM, then he would have sought to persuade me, on 10 October 2024, that a higher profit than £10 million should be attributed to the Hotel Development and therefore that the financial limit on the freezing order should be higher than £10.9 million; and(c) whilst I can see that there was a potential motive for Mr Ginda to provide a figure to Sanman which was £2m lower than TGDM actually received (whilst misrepresenting to Sanman that that was all that it had received): (i) given that the payments to Samuel & Co and Skybridge were made before the limit on the freezing order was increased, on 18 October 2024 and therefore could not have been prevented by any increase in the financial limit; and (ii) that the link that Mr Watson suggests there is between the cash held by TGDM and the financial limit on the Freezing Order is not a direct one, (and even if Sanman had sought a higher limit on the Freezing Order I may not have endorsed it) I am not satisfied that Sanman has shown a strong prima facie case that the alleged false statement was: significant to the Freezing Order proceedings (in that a higher financial limit might have been sought and potentially obtained if Mr Ginda had disclosed that the total sum received from Cortland was £12,347,892) or that the alleged false statement was made by Mr Ginda to try to avoid Sanman seeking a higher financial limit on the Freezing Order than £10.9 million.