Ciright Inc v Centili Group Limited [2026] EWHC 1865 (Ch)

[2026] EWHC 1865 (Ch)Case No BL-2026-000410
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
BUSINESS LIST (Ch D)
Venue The Rolls Building, 7 Rolls Buildings, Fetter LaneDate 22 July 2026
London EC4A 1 NL
MR DAVID REES KC(Sitting as a Deputy Judge of the High Court)
CIRIGHT INCClaimantCENTILI GROUP LIMITEDDefendantSebastian Kokelaar KC (instructed by Mishcon de Reya LLP) for ClaimantRussell Hopkins (instructed by Edward McCourt & Company LLP) for DefendantHearing Hearing date: 17 June 2026
Approved JudgmentThis judgment was handed down remotely at 10.30am on 22 July 2026 by circulation to the parties or their representatives by e-mail and by release to the National Archives.

Mr David Rees KC :

[1]This case involves the ownership of approximate US$3.4 million which the Claimant Ciright Inc (“Ciright”) transferred into the bank account of the Defendant, Centili Group Ltd (“Centili”) in January of this year. Ciright says that the moneys are held on bare trust for it; Centili says that they were transferred pursuant to a pre-existing loan facility agreement and under the terms of that agreement it is not due for repayment until 2 January 2027. These funds (“the Disputed Fund”) are currently the subject of an interim proprietary injunction that was granted by Bacon J on 31 March 2026 on a short notice basis. The matter has now come before me to determine whether that injunction should continue until trial.[2]The Claimant is represented by Mr Sebastian Kokelaar KC of counsel and the Defendant by Mr Russell Hopkins of counsel. I am grateful to both of them for their submissions.

Background

[3]Ciright is an information technology company incorporated in Pennsylvania, USA. Its founder and CEO is Mr Joseph Callahan. Its main product is a cloud platform that provides office and business automation services.[4]Centili is also an information technology company. It is incorporated in England and Wales. Its founder and CEO is Mr Courtney Javarone. Centili provides mobile payment platform services enabling individuals to pay for digital content and services through credit in their mobile phone accounts by adding small charges to their phone bills.[5]Mr Callahan and Mr Javarone first met in November 2024 and entered into discussions about possible investment by Ciright in Centili. These discussions led to Ciright and Centili entering into a suite of agreements in January 2025. These agreements were as follows:(1) A facility agreement dated 2 January 2025 (“the Facility Agreement”) which provided for Ciright to lend Centili the sum of $3 million.(2) A software platform licence agreement dated 3 January 2025 (“the Licence Agreement”) under which Ciright granted Centili a licence to use its technology for certain purposes in return for a $3 million loan note from Centili which was to be convertible into shares in Centili by agreement between the parties. These agreements do not appear to have been directly drafted by lawyers, but were based on other precedent agreements already within the possession of the parties. There was also an oral agreement between Mr Callahan and Mr Javarone that Ciright would provide Centili with engineering and development services with a value of $1.5 million.[6]Ciright’s case is that the Facility Agreement and the Licence Agreement are effectively two sides of the same coin, and that the Facility Agreement (notwithstanding its formal description) was intended to stand as the loan note that is referred to in the Licence Agreement. That is to say that in return for providing a licence to Centili to use its technology – what Mr Callahan describes as “$3m of code” - Centili became indebted to Ciright in the sum of $3 million which is reflected by the debt recorded in the Facility Agreement. Ciright’s case is that this would ultimately be converted into equity in Centili.[7]Centili’s case is that these were two separate agreements, and that Ciright had agreed to provide $3 million of cash for Centili through the Facility Agreement and also provide the technical investment through the Licence Agreement.[8]There were a number of cash payments, made between Centili and Ciright during the course of 2025. Ciright’s case is short term bridging loans totalling $500,000 (unconnected to the Facility Agreement) were paid to Centili and a connected company on an ad hoc basis to provide Centili with working capital. Centili says that two payments totalling $200,000 made to it on 2 December 2024 (in contemplation of the execution of the Facility Agreement) and on 7 January 2025 were advances under the Facility Agreement as was a further $250,000 advanced in instalments to a connected company.[9]It is common ground that further discussions took place between Mr Callahan and Mr Javarone in December 2025 about the provision of a further $500,000 from Ciright to Centili in return for a fourfold return on this additional investment. There is a dispute about whether these discussions led to a concluded contract, and it is common ground that no written agreement was executed. However, Ciright made two further payments of $100,000 to Centili on 2 December 2025 and 6 January 2026. Ciright’s position is that these payments were the first two monthly instalments of the additional $500,000 in funding that had been agreed. Centili maintain that these were further payments under the Facility Agreement.[10]On 19 January 2026 a telephone call took place between Mr Callahan and Mr Javarone in which Mr Callahan told Mr Javarone that he wished to move some money out of the United States and asked if he could assist him in setting up a Swiss bank account into which the money could be moved. As a result of that conversation Mr Javarone made enquiries and was able to send Mr Callahan details about the relevant “know your client” requirements for setting up a bank account in Switzerland.[11]They spoke again the following day and what took place in this conversation lies at the heart of the current dispute. Mr Callahan’s account is as follows:
“I asked [Mr Javarone] if Ciright could pay a sum of around $3.5million into Centili’s bank account which would be held for Ciright until such time as I requested it back, at which point the money would be repaid immediately. Mr Javarone had no hesitation agreeing to the proposal and said he could be trusted ‘100%’. In short, it was agreed that: a. Ciright would pay to Centili the sum of c $3.5million; b. Centili would hold the money for Ciright; and c. The money would be paid back to Ciright immediately upon request.”
Mr Callahan accepts that he did not use the words “upon trust” in the course of this conversation, but Ciright argues that this is the legal effect of what was agreed.[12]Mr Javarone’s account of this conversation is somewhat different. He explains that Mr Callahan told him that he wished to transfer funds belonging to Ciright from the United States in order to hide money from his ex-wife following their divorce and that on reflection he thought that it would be better to transfer the funds into Centili’s UK bank account rather than into a Swiss one. Mr Javarone continues:
“I confirmed that I was happy for funds to be transferred to Centili’s bank account. We did not discuss any specific arrangements for how those funds would be held, what they could be used for, or when they needed to be repaid. I did not consider these as relevant points to discuss as it was obvious to me (and I assumed at the time obvious to Mr Callahan) that funds provided from Ciright to Centili would fall under the Facility Agreement already in place between Centili and Ciright for this very purpose. To my mind the Facility Agreement meant that requested transfer of funds to Centili would not require any further documentation or agreement, and based on that agreement, Centili could use the funds for the operation of its business.”
He denies that he would ever have agreed for Centili to hold funds that were required to be repaid immediately on demand without Centili being able to use them.[13]Over the following two days Centili received two transfers from or on behalf of Ciright totalling $3,929,278.84. Centili’s position is that these were loans provided under the Facility Agreement. Ciright’s position is that some $300,000 of this represented the unpaid balance of the $500,000 additional funding that had been agreed in December 2025 and that the remainder was money belonging beneficially to Ciright that is held on bare trust by Centili.[14]On 17 February 2026 Ciright requested the repayment of $150,000 from Centili. This sum was transferred to Ciright the following day.[15]On 19 March 2026 Mr Callahan requested repayment of the balance. Initially it seemed that Centili were willing to comply with this request. Mr Callahan was in WhatsApp communication with Ms Emer Timmons, Centili’s Chair, and Mr Andre Furstenberg its Chief Financial Officer and he received various messages between 20 and 23 March 2026 which indicated that Centili was seeking to repay the sum.[16]The position shifted on 24 March, when Ms Timmons messaged Mr Callahan to say that Mr Javarone wished to resolve matters by “the legal route”. The same day Mr Callahan wrote to Osborne Clarke who had previously acted for Centili demanding repayment of the Disputed Fund. Osborne Clarke confirmed that they were not instructed. The next day, 25 March, Mr Javarone sent an email to Mr Callahan. That email did not, in terms, dispute that Ciright was entitled to repayment of the Disputed Fund, although it indicated a wish to obtain legal advice. On 26 March Mishcon de Reya, acting on behalf of Ciright, wrote to Centili seeking (among other matters) repayment of the Disputed Fund and in the alternative undertakings that it would not dissipate or otherwise deal with the Disputed Fund without giving Ciright 7 business days’ notice. No response was received to that letter. Procedural History[17]Ciright therefore issued an application for an interim proprietary injunction in relation to the Disputed Fund on 30 March 2026. That application, together with the witness statements of Mr Callahan and Sarah Jane Foster in support and a draft Part 8 Claim Form was served on Centili that day. Centili were also informed that the Court had agreed to hear the injunction application the following day.[18]The injunction application came before Bacon J on 31 March 2026. Ciright were represented by Mr Kokelaar (as it was before me). Centili did not appear on the injunction application. However, its then solicitors Bryan Cave Leighton Paisner LLP sent a letter to the court that(a) confirmed that the Disputed Fund remained in Centili’s account and(b) invited the court to dismiss the application. I have read the transcript of the hearing before Bacon J, and will return to precisely what the judge was told on that occasion as it is relevant to submissions made by Mr Hopkins relating to what he asserts was material non-disclosure by Ciright to Bacon J.[19]Having read the draft claim form and witness statements in support and having heard from Mr Kokelaar, Bacon J granted the injunction giving a short ex tempore judgment, the approved transcript of which is in the bundle before me. The grant of the injunction is subject to an undertaking in damages by Ciright in the usual form. The judge gave directions and set a return date of 14 April 2026. The claim form was issued the following day, 1 April 2026.[20]On 8 April 2026 Centili filed and served Mr Javarone’s witness statement. This statement contained two important pieces of information which Ciright says it had not previously been aware of namely:(1) That the whole balance of the Disputed Fund no longer remained in Centili’s bank account. In particular the sum of $290,260.80 had been transferred by Centili to Bryan Cave Leighton Paisner LLP on 31 March 2026 (the day that the injunction was granted) on account of legal fees. Bryan Cave Leighton Paisner LLP have subsequently confirmed that this sum would remain held in its client account while the injunction remains in force.(2) Centili’s position is that the Disputed Fund had been advanced to it by way of loan pursuant to the Facility Agreement and was therefore not repayable until 2 January 2027.[21]The return date for the injunction was subsequently relisted at Centili’s request for 17 June 2026. In the meantime Centili issued three further applications:(1) An application dated 17 April 2026 seeking the discharge of the injunction;(2) An application dated 9 June 2026 seeking (a) relief from sanctions in relation to the late filing of evidence and (b), if the injunction remains in place, fortification of Ciright’s undertaking in damages.(3) An application dated 16 June 2026 seeking an order requiring the parties and their legal advisers to keep confidential certain information contained within Centili’s witness statements and an order under CPR 5.4C(2) and (4)(d) providing that no non-party to the proceedings should be permitted to obtain a copy of documents filed in the proceedings without the court first giving the parties an opportunity to make representations on that application in writing. On 15 June 2026, I received a request from Mr Hopkins (pursuant to paragraph 6.57 of the Chancery Guide) seeking to file a 34 page skeleton argument on behalf of Centili. I declined this request as it seemed to me that having regard to the issues engaged in this application a skeleton argument of this length was neither proportionate nor of assistance to the court and limited both parties’ skeleton arguments to no more than 20 pages.[22]At the outset of the hearing I dealt with two aspects of Centili’s applications:(1) I gave relief from sanctions and permitted them to rely on the late filed evidence. This was not opposed by Ciright.(2) I also ordered that certain matters that attract commercial confidentiality and are contained within the evidence filed on behalf of Centili (and which are identified in a confidential schedule to my order) should be kept confidential by the parties and their legal advisers and that: a) Pursuant to CPR 39.2(3), if any party needs to refer to any confidential material referred to in the schedule during any hearing in these proceedings, the court will give the parties the opportunity to make representations as to whether to hear that part of the submissions in private. b) Pursuant to CPR 5.4C(2) and (4)(d), no non-party to these proceedings shall be permitted to obtain a copy of any document produced in these proceedings, without the court first giving the parties the opportunity to make representations in writing on any such application by a non-party. Ciright were neutral on the making of an order in these terms The Issues[23]Thus, I have before me Ciright’s application for the continuation of the injunction and Centili’s application to discharge it. It is accepted by both counsel that these applications fall to be determined by the same principles. The burden of proof as to whether the injunction should continue is on Ciright. As a proprietary injunction the application falls to be determined by the normal American Cyanamid principles and that to continue the injunction the court must therefore be satisfied:(1) That there is a serious issue to be tried.(2) Damages would not be an adequate remedy for Ciright.(3) That the balance of convenience favours the grant of an injunction and that it is just and convenient to grant it. In addition, the arguments raised by Centili require me to consider two further issues:(4) Whether Ciright failed to meet its duty of full and frank disclosure at the hearing before Bacon J on 31 March 2026 and, if it did, what the consequences of this failure are.(5) If the injunction remains in place, whether I should order fortification of its undertaking in damages. The Law[24]Although the parties provided me with a bundle of authorities containing 19 different cases and totalling some 615 pages, there was in fact relatively little between them on the applicable legal principles. The starting point remains the judgment of Lord Diplock in American Cyanamid v Ethicon Ltd [1975] AC 396 at 407-408:
“The use of such expressions as 'a probability,' 'a prima facie case,' or 'a strong prima facie case' in the context of the exercise of a discretionary power to grant an interlocutory injunction leads to confusion as to the object sought to be achieved by this form of temporary relief. The court no doubt must be satisfied that the claim is not frivolous or vexatious, in other words, that there is a serious question to be tried. It is no part of the court's function at this stage of the litigation to try to resolve conflicts of evidence on affidavit as to facts on which the claims of either party may ultimately depend nor to decide difficult questions of law which call for detailed argument and mature considerations. These are matters to be dealt with at the trial… So unless the material available to the court at the hearing of the application for an interlocutory injunction fails to disclose that the plaintiff has any real prospect of succeeding in his claim for a permanent injunction at the trial, the court should go on to consider whether the balance of convenience lies in favour of granting or refusing the interlocutory relief that is sought. As to that, the governing principle is that the court should first consider whether, if the plaintiff were to succeed at the trial in establishing his right to a permanent injunction, he would be adequately compensated by an award of damages for the loss he would have sustained as a result of the defendant's continuing to do what was sought to be enjoined between the time of the application and the time of the trial. If damages in the measure recoverable at common law would be adequate remedy and the defendant would be in a financial position to pay them, no interlocutory injunction should normally be granted, however strong the plaintiff's claim appeared to be at that stage. If, on the other hand, damages would not provide an adequate remedy for the plaintiff in the event of his succeeding at the trial, the court should then consider whether, on the contrary hypothesis that the defendant were to succeed at the trial in establishing his right to do that which was sought to be enjoined, he would be adequately compensated under the plaintiff's undertaking as to damages for the loss he would have sustained by being prevented from doing so between the time of the application and the time of the trial. If damages in the measure recoverable under such an undertaking would be an adequate remedy and the plaintiff would be in a financial position to pay them, there would be no reason upon this ground to refuse an interlocutory injunction. It is where there is doubt as to the adequacy of the respective remedies in damages available to either party or to both, that the question of balance of convenience arises. It would be unwise to attempt even to list all the various matters which may need to be taken into consideration in deciding where the balance lies, let alone to suggest the relative weight to be attached to them. These will vary from case to case.”
[25]The parties make the following additional points.(1) The test for a proprietary injunction that there is a “serious issue to be tried” is in substance no different from the test of “good arguable case” applied to non-proprietary freezing injunctions or to the “real prospect of success” applied to summary judgments applications. It means a case which is more than barely capable of serious argument, and yet not necessarily one which the judge believes to have a better than 50% chance of success. See Unitel SA v dos Santos [2024] EWCA Civ 1109; [2025] KB 438 at [81], [106] and [122] to [131]; Ninemia Maritime Corporation v Trave Schiffahrtsgesellschaft mbH und Co KG ("The Niedersachsen") [1983] 2 Lloyd's LR 600 at 605 and SportsDirect.com Retail Ltd v Newcastle United Football Co Ltd [2024] EWCA Civ 532; [2024] 1 WLR 4324 at [29].(2) The American Cyanamid test requires me to consider whether the claimant would be adequately compensated in damages in the event that it was to succeed at trial, and on an alternative hypothesis, whether the defendant would be adequately compensated by the claimant’s undertaking in damages if it succeeded at trial. Only if there is doubt as to the adequacy of either or both of the respective remedies in damages does the court proceed to consider the balance of convenience (see R v Secretary of State for Transport, ex p Factortame (No 2) [1991] 1 AC 603 at 672).(3) The impecuniosity of a defendant is relevant to the question of whether damages would be an adequate remedy but is not of itself a conclusive factor (see Apple Corps v Lingasong [1977] FSR 345 at 352).(4) Mr Kokelaar argues that once the position has been reached that the claimant has shown a sufficiently arguable case for a proprietary remedy, then the court will more readily afford that claimant with interim remedies by way of injunction and disclosure orders. Not to do so might well cause irremediable prejudice to the claimant (see Madoff Securities International v Raven [2011] EWHC 3102 (Comm) per Flaux J at [140]). Mr Hopkins argues that there is no sweeping principle to this effect and that ultimately each case must be approached on its own facts.(5) Once the court has decided that the balance of convenience favours the granting of a proprietary injunction then, although the question of whether it is just and convenient to grant the injunction is a separate matter, it is extremely unlikely that the court would say that it is not just and convenient to do so (see Madoff Securities International v Raven [2011] EWHC 3102 (Comm) per Flaux J at [141]).(6) Difficult situations may arise where a claimant has a has a good arguable proprietary claim in relation to funds in the defendant’s hands but the defendant has no, or inadequate, other assets of his own unaffected by such proprietary claim from which he can meet living and legal expenses. In that case, the court will have to weigh up the balance of justice to decide whether the defendant should then be permitted to have recourse to the proprietary assets. The onus is on the defendant to persuade the court that he has no, or inadequate, assets of his own unaffected by proprietary claims, so that he potentially has good grounds to argue to be allowed to have recourse to the proprietary assets. (See Marino v FM Capital Partner Ltd [2016] EWCA Civ 1301 at [19] to [20]).[26]Guidance on the obligation of full and frank disclosure and the consequences that follow when this is breached were set out by Carr J (as she then was) in Tugushev v Orlov & Others [2019] EWHC 2031 (Comm) at [7]:
“The law is non-contentious. The following general principles can be distilled from the relevant authorities by way of summary as follows: i) The duty of an applicant for a without notice injunction is to make full and accurate disclosure of all material facts and to draw the court’s attention to significant factual, legal and procedural aspects of the case; ii) It is a high duty and of the first importance to ensure the integrity of the court’s process. It is the necessary corollary of the court being prepared to depart from the principle that it will hear both sides before reaching a decision, a basic principle of fairness. Derogation from that principle is an exceptional course adopted in cases of extreme urgency or the need for secrecy. The court must be able to rely on the party who appears alone to present the argument in a way which is not merely designed to promote its own interests but in a fair and even-handed manner, drawing attention to evidence and arguments which it can reasonably anticipate the absent party would wish to make; iii) Full disclosure must be linked with fair presentation. The judge must be able to have complete confidence in the thoroughness and objectivity of those presenting the case for the applicant. Thus, for example, it is not sufficient merely to exhibit numerous documents; iv) An applicant must make proper enquiries before making the application. He must investigate the cause of action asserted and the facts relied on before identifying and addressing any likely defences. The duty to disclose extends to matters of which the applicant would have been aware had reasonable enquiries been made. The urgency of a particular case may make it necessary for evidence to be in a less tidy or complete form than is desirable. But no amount of urgency or practical difficulty can justify a failure to identify the relevant cause of action and principal facts to be relied on; v) Material facts are those which it is material for the judge to know in dealing with the application as made. The duty requires an applicant to make the court aware of the issues likely to arise and the possible difficulties in the claim, but need not extend to a detailed analysis of every possible point which may arise. It extends to matters of intention and for example to disclosure of related proceedings in another jurisdiction; vi) Where facts are material in the broad sense, there will be degrees of relevance and a due sense of proportion must be kept. Sensible limits have to be drawn, particularly in more complex and heavy commercial cases where the opportunity to raise arguments about non-disclosure will be all the greater. The question is not whether the evidence in support could have been improved (or one to be approached with the benefit of hindsight). The primary question is whether in all the circumstances its effect was such as to mislead the court in any material respect; vii) A defendant must identify clearly the alleged failures, rather than adopt a scatter gun approach. A dispute about full and frank disclosure should not be allowed to turn into a mini-trial of the merits; viii) In general terms it is inappropriate to seek to set aside a freezing order for nondisclosure where proof of non-disclosure depends on proof of facts which are themselves in issue in the action, unless the facts are truly so plain that they can be readily and summarily established, otherwise the application to set aside the freezing order is liable to become a form of preliminary trial in which the judge is asked to make findings (albeit provisionally) on issues which should be more properly reserved for the trial itself; ix) If material non-disclosure is established, the court will be astute to ensure that a claimant who obtains injunctive relief without full disclosure is deprived of any advantage he may thereby have derived; x) Whether or not the non-disclosure was innocent is an important consideration, but not necessarily decisive. Immediate discharge (without renewal) is likely to be the court’s starting point, at least when the failure is substantial or deliberate. It has been said on more than one occasion that it will only be in exceptional circumstances in cases of deliberate non-disclosure or misrepresentation that an order would not be discharged; xi) The court will discharge the order even if the order would still have been made had the relevant matter(s) been brought to its attention at the without notice hearing. This is a penal approach and intentionally so, by way of deterrent to ensure that applicants in future abide by their duties; xii) The court nevertheless has a discretion to continue the injunction (or impose a fresh injunction) despite a failure to disclose. Although the discretion should be exercised sparingly, the overriding consideration will always be the interests of justice. Such consideration will include examination of i) the importance of the facts not disclosed to the issues before the judge ii) the need to encourage proper compliance with the duty of full and frank disclosure and to deter non-compliance iii) whether or not and to what extent the failure was culpable iv) the injustice to a claimant which may occur if an order is discharged leaving a defendant free to dissipate assets, although a strong case on the merits will never be a good excuse for a failure to disclose material facts; xiii) The interests of justice may sometimes require that a freezing order be continued and that a failure of disclosure can be marked in some other way, for example by a suitable costs order. The court thus has at its disposal a range of options in the event of non-disclosure.” i) The duty of an applicant for a without notice injunction is to make full and accurate disclosure of all material facts and to draw the court’s attention to significant factual, legal and procedural aspects of the case; ii) It is a high duty and of the first importance to ensure the integrity of the court’s process. It is the necessary corollary of the court being prepared to depart from the principle that it will hear both sides before reaching a decision, a basic principle of fairness. Derogation from that principle is an exceptional course adopted in cases of extreme urgency or the need for secrecy. The court must be able to rely on the party who appears alone to present the argument in a way which is not merely designed to promote its own interests but in a fair and even-handed manner, drawing attention to evidence and arguments which it can reasonably anticipate the absent party would wish to make; iii) Full disclosure must be linked with fair presentation. The judge must be able to have complete confidence in the thoroughness and objectivity of those presenting the case for the applicant. Thus, for example, it is not sufficient merely to exhibit numerous documents; iv) An applicant must make proper enquiries before making the application. He must investigate the cause of action asserted and the facts relied on before identifying and addressing any likely defences. The duty to disclose extends to matters of which the applicant would have been aware had reasonable enquiries been made. The urgency of a particular case may make it necessary for evidence to be in a less tidy or complete form than is desirable. But no amount of urgency or practical difficulty can justify a failure to identify the relevant cause of action and principal facts to be relied on; v) Material facts are those which it is material for the judge to know in dealing with the application as made. The duty requires an applicant to make the court aware of the issues likely to arise and the possible difficulties in the claim, but need not extend to a detailed analysis of every possible point which may arise. It extends to matters of intention and for example to disclosure of related proceedings in another jurisdiction; vi) Where facts are material in the broad sense, there will be degrees of relevance and a due sense of proportion must be kept. Sensible limits have to be drawn, particularly in more complex and heavy commercial cases where the opportunity to raise arguments about non-disclosure will be all the greater. The question is not whether the evidence in support could have been improved (or one to be approached with the benefit of hindsight). The primary question is whether in all the circumstances its effect was such as to mislead the court in any material respect; vii) A defendant must identify clearly the alleged failures, rather than adopt a scatter gun approach. A dispute about full and frank disclosure should not be allowed to turn into a mini-trial of the merits; viii) In general terms it is inappropriate to seek to set aside a freezing order for nondisclosure where proof of non-disclosure depends on proof of facts which are themselves in issue in the action, unless the facts are truly so plain that they can be readily and summarily established, otherwise the application to set aside the freezing order is liable to become a form of preliminary trial in which the judge is asked to make findings (albeit provisionally) on issues which should be more properly reserved for the trial itself; ix) If material non-disclosure is established, the court will be astute to ensure that a claimant who obtains injunctive relief without full disclosure is deprived of any advantage he may thereby have derived; x) Whether or not the non-disclosure was innocent is an important consideration, but not necessarily decisive. Immediate discharge (without renewal) is likely to be the court’s starting point, at least when the failure is substantial or deliberate. It has been said on more than one occasion that it will only be in exceptional circumstances in cases of deliberate non-disclosure or misrepresentation that an order would not be discharged; xi) The court will discharge the order even if the order would still have been made had the relevant matter(s) been brought to its attention at the without notice hearing. This is a penal approach and intentionally so, by way of deterrent to ensure that applicants in future abide by their duties; xii) The court nevertheless has a discretion to continue the injunction (or impose a fresh injunction) despite a failure to disclose. Although the discretion should be exercised sparingly, the overriding consideration will always be the interests of justice. Such consideration will include examination of i) the importance of the facts not disclosed to the issues before the judge ii) the need to encourage proper compliance with the duty of full and frank disclosure and to deter non-compliance iii) whether or not and to what extent the failure was culpable iv) the injustice to a claimant which may occur if an order is discharged leaving a defendant free to dissipate assets, although a strong case on the merits will never be a good excuse for a failure to disclose material facts; xiii) The interests of justice may sometimes require that a freezing order be continued and that a failure of disclosure can be marked in some other way, for example by a suitable costs order. The court thus has at its disposal a range of options in the event of non-disclosure.”
[27]Finally, Mr Hopkins referred me to the principles governing the circumstances under which the court will order fortification. His skeleton argument referred to the notes in the White Book at 25.14.1 which state that in order to obtain fortification of the claimant’s undertaking in damages, the defendant must demonstrate a likelihood of significant loss arising as a result of the injunction and a sound basis for the belief that the undertaking will be insufficient. The authority for this proposition is said to be Bhimji v Chatwani (No 2) [1992] 1 WLR 1158 (a decision of Knox J of 31 July 1991 which is also reported as Bhimji v Chatwani (No 3) [1994] 4 All ER 912). However, this judgment relates to an implied undertaking not to use documents obtained under the Bankers Book Evidence Act 1879 for collateral purposes and makes no reference to the fortification of undertakings in damages. There is a further, and different, judgment of Knox J of the same date which is also confusingly reported as Bhimji v Chatwani (No 2) at [1993] BCLC 387, which does deal with fortification of damages, but even this does not, in terms, set out the proposition now to be found in the White Book.[28]In my judgment a more authoritative summary of the relevant principles that govern fortification is to be found in the judgment of Briggs J (as he then was) in Jirehouse Capital v Beller [2008] EWHC 725 (Ch) which was subsequently approved by the Court of Appeal in Energy Venture Partners Ltd v Malabu Oil & Gas Ltd [2015] 1 WLR 2309 at [53] (a case to which Mr Hopkins’ skeleton also referred). In Jirehouse at [25] Briggs J held:
“Broadly speaking, they require an intelligent estimate to be made of the likely amount of any loss which may be suffered by the applicant for fortification (here the defendants) by reason of the making of an interim order. They require the court to ascertain whether there is a sufficient level of risk of loss to require fortification. They require that the loss has been or is likely to be caused by the granting of the injunction.”
I proceed on the basis that Jirehouse represents the current law. Discussion (1). Serious Issue to be Tried[29]For Ciright, Mr Kokelaar argues that there is clearly a serious issue to be tried here. He argues that Mr Callahan’s account of his discussion with Mr Javarone on 20 January 2026 and the subsequent transfer of funds into Centili’s account would, if accepted by the court, be sufficient to constitute the bare trust contended for by Ciright. He points to the fact that Mr Callahan’s account of the telephone call of 20 January is corroborated by Ms Sarah Jane Foster, Ciright’s Director of Digital Marketing who was present at the time and heard the call.[30]Mr Kokelaar also points to what he says are weaknesses in Centili’s argument that the funds transferred in January 2026 were a drawdown on the Facility Agreement. He identifies that it is common ground that the impetus for the transfer of funds in January 2026 came from Ciright and Mr Callahan and not from Centili. He argues that it is clear that taken together the Facility Agreement and the Licence Agreement were never intended to result in payments of cash from Ciright to Centili, with the Facility Agreement standing as the loan note referred to in the Licence Agreement. If this were not the case, he asks, where is the loan note than Centili agreed to provide under the Licence Agreement? In support of this Mr Kokelaar points to an email sent by Mr Callahan to Mr Javarone on 25 December which broke down what Mr Callahan contended to be Ciright’s previous investment in Centili consisting of investment of £3m of code; $1.5m of engineering commitment and $500,000 in cash, and which referred to a proposed further investment of $500,000 cash. He also points to the fact that the sums transferred in January 2026, namely $3,929,278.84, on top of the $650,000 previously advanced significantly exceeds the $3m loan facility provide for under the Facility Agreement.[31]Mr Kokelaar also points to the behaviour of Centili and its officers following the transfer of funds into Centili’s account; to the repayment of the first $150,000 when demanded; to a WhatsApp message sent to him by Mr Furstenberg on 16 March 2026 that “the funds in the Centili account are yours”; to the initial promises by Ms Timmons and Mr Furstenberg that repayment would be made; and to the fact that at no stage, until Mr Javarone’s first witness statement was filed on 8 April 2026 more than a week after Bacon J had granted the interim injunction, was it alleged by Centili that the Disputed Funds had been paid pursuant to the Facility Agreement.[32]Unsurprisingly, Mr Hopkins, for Ciright, sees the position very differently. He seeks to argue that these proceedings are but one part of a larger attempt by Mr Callahan to cause Centili substantial financial damage or even bring it down altogether. In support of this wider contention (which, on his case, is relevant to all of the American Cyanamid factors) he points to a number of issues which include:(1) What he says is a failure by Ciright to provide the technology promised by the Licence Agreement, with Centili’s employees being denied access to the environment where its technology was being hosted. Centili’s position is that Ciright has failed to deliver the functionality and outcomes promised under the Licence Agreement.(2) An alleged change in approach by Mr Callahan in December 2025 when (on Centili’s case) Ciright had only advanced $450,000 cash under the Facility Agreement Mr Callahan then sought to negotiate what he referred to as “richer terms” for a further advance of $500,000 cash.(3) Demands from February 2026 onwards by Ciright for Centili to pay substantial monthly invoices for software development from Ambimat Electronics (which is said to be a substantial creditor of two other companies controlled by Mr Callahan). Centili’s case is that it has no liability to Ambimat for this invoice; Ciright’s position is that it subcontracted work to Ambimat and that once the $1.5m limit of engineering commitment originally agreed to by Ciright had been exhausted, it looked to Centili to pay these additional costs.(4) Mr Callahan’s conduct in relation to an identity authentication project called “SimSecure” that was being developed by Centili (on Ciright’s case using technology belonging to Ciright) and in respect of which a joint venture agreement was being negotiated. Centili argue that Mr Callahan has sought to leverage Centili’s relationships and expertise and has pursued a plan to extract the opportunity to exploit SimSecure into Ciright, contacting potential investors.[33]In respect of his argument that there is no serious issue to be tried Mr Hopkins points to the terms of the Facility Agreement which, he argues clearly provided for the draw down of a $3m cash loan “plus such other amounts at such later times as may be agreed between the parties”. He points to emails from the time that the Facility Agreement was concluded that confirmed that Ciright would provide “cash”; and to the fact that Centili documented the funds that were transferred to it in January 2026 as investments in or loans to Centili.[34]He argues that Mr Callahan’s account of the conversation between him and Mr Javarone on 20 January 2026 contains “lawyered terminology” rather than setting out precisely the words that he contends that he used. He criticises Ms Foster’s evidence for a similar lack of specificity and criticises her first statement which suggested that it was agreed that the monies were “to be held on trust”, notwithstanding that Mr Callahan has accepted that the word “trust” was never used.[35]Mr Hopkins argues that Ciright’s position is wholly implausible. He contends that the notion that commercial parties would have agreed to the arrangement suggested by Mr Callahan is wholly implausible. There is no documentary evidence to support the notion that the monies were being held on trust, the documents record the opposite, pointing for example to an email sent by Mr Callahan on 23 March 2026 about the Disputed Fund which referred in its subject line to “past debt cash”. When Mr Callahan requested the repayment of the first $150,000 there was no reference to the 20 January 2026 telephone call, with it instead being recorded as “repayment of Ciright loan” a categorisation that Mr Callahan did not query at the time.[36]Mr Hopkins also argues that the test for the creation of an oral bare trust is objective rather than subjective and that “there must be clear evidence from what is said or done of an intention to create a trust” (see Paul v Constance [1977] 1 WLR 527) which, Mr Hopkins says is not present here.[37]Looking at the arguments advanced by both parties I have concluded there is clearly a serious issue to be tried here. I do not consider that I can treat Ciright’s case as implausible (as Mr Hopkins) argues that I should do. I cannot simply look at the evidence in favour of Centili’s position and ignore the evidence to the contrary. A very substantial sum of money was transferred in circumstances that are now hotly disputed and where the key witnesses give different factual accounts. The transfer was not accompanied by clear and contemporaneous documentation. Different interpretations are placed on the previous agreements between the parties such as the Facility Agreement and the Licence Agreements and the parties’ subsequent dealings. Centili have not explained what has happened to the loan note that was to have been granted under the Licence Agreement (if that document is unconnected to the Facility Agreement).[38]Both parties appear to have used ambiguous language in their communications relating to the Disputed Fund; the title of one of Mr Callahan’s emails referring to “past debt cash” but Mr Furstenburg referring to the funds in the Centili account as belonging to Ciright. Again, I cannot simply rely on acts by Mr Callahan that are adverse to his position whilst ignoring those of Centili and its officers that are adverse to its case. If the position was really as clear cut as Mr Hopkins now seeks to argue on behalf of Centili, then it does seem extremely surprising that Mr Javarone did not respond immediately to Ciright’s demands for repayment by explaining that the funds had been advanced pursuant to the Loan Facility and were not yet due for repayment, rather than leaving letters before action unanswered and finally making the point some 8 days after the interim injunction had been granted by Bacon J.[39]In my judgment there are quite clearly significant factual issues which will need to be determined at trial with the benefit of disclosure and cross-examination. Only at that stage will the court be in a position to determine what the parties agreed and whether the acts and words of Mr Callahan and Mr Javarone were sufficient to constitute a trust of the Disputed Fund. Whilst I am clearly not in a position to determine these issues at this interim stage, I am wholly satisfied that that Ciright have put forward a case which is genuinely arguable, and that there is a serious issue to be tried here. (2). Damages as a Remedy[40]I therefore turn to consider the second of the American Cyanamid criteria; whether damages would be an adequate remedy in this case either for Centili, in the event that the injunction is continued until trial, or for Ciright if it is not.[41]Ciright argues that it will suffer irremediable prejudice if the injunction is not continued and its claim succeeds. It makes the point that Centili is arguing that it needs access to the Disputed Fund as working capital in its business and that if the injunction is lifted then the Disputed Fund (or at least the greater part of it) will have been spent by the time that judgment is given. Mr Kokelaar also makes the point that it is far from clear that Centili would be in a position to meet any judgment awarded against it. Its accounts for the year ending 31 May 2025 show it to be insolvent on a balance sheet basis; it has not generated any revenue in 2026 and as at 9 June 2026 it had $3,700 in cash.[42]By contrast Ciright argues that if the injunction were to continue but Centili were to prevail at trial, there would clearly be funds available to compensate Centili under Ciright’s undertaking in damages. In those circumstances all of the funds that have been advanced to Centili by Ciright and which (on Centili’s case) fall due for repayment under the Facility Agreement in January 2027 (which would include on this hypothesis the Disputed Fund as well as the further $950,000 advanced between December 2024 and January 2026) would be available to compensate Centili.[43]Centili has filed evidence as to the commercial opportunities which it says have been lost as a result of the injunction. The evidence of Mr Furstenberg is that “approximately two months prior to the Interim Injunction” Centili had entered into an agreement with a global company (which for reasons of commercial confidentiality I refer to as “Global”) and that at the time that the injunction was granted Centili had been ready to proceed with implementing its obligations under that agreement. The main outstanding steps were to have been met from the Disputed Funds. Because of the injunction Centili was not in a position to carry out these steps, leading to Global terminating its agreement with Centili.[44]Mr Javarone and Mr Furstenberg also give evidence of the planned acquisition by Centili of another company (which I will call “Target”), which it is claimed, would lead to a significant increase in Centili’s monthly earnings. It is argued that the injunction has a deterrent effect on third parties who might otherwise have provided the funding for such an acquisition.[45]For Centili, Mr Hopkins makes the following points:(1) Centili’s current financial position is not determinative of the application, and the court can take a view as to its likely future ability to meet a damages award should Ciright prevail at trial.(2) In this context there is material before the Court to show that Centili is on the cusp of significant revenues and that it has been poised to scale rapidly into a larger international operation. The accuracy of those assessments has not been disputed by Ciright. The continuation of the injunction would deny these opportunities to Centili.(3) There is no credible suggestion that Centili would dissipate the funds in an improper manner.(4) The scale of the opportunities potentially open to Centili present difficulties for the assessment of damages which is an acknowledged basis for treating damages as an inadequate remedy.(5) Further factors that render a future award of damages inadequate for Centili include the reputational loss of the injunction; the ongoing distraction being caused and the loss of senior staff because Centili is unable to pay them without working capital.(6) The commercial reality of the effect of the injunction is that Centili is precluded from operating and raising capital from third parties. A judgment in Centili’s favour following a trial would come much too late.(7) Ciright’s undertaking in damages is insufficient; it is based in the United States, making the prospects of enforcement costly and uncertain. Moreover, Ciright’s claim revolves around the suggestion that Mr Callahan is someone who moves money to hide it from interested persons.[46]In my judgment, there is weight to both parties’ arguments on this issue. It is clear from the evidence that, as Mr Kokelaar argues, Centili wish to use the Disputed Fund as working capital, giving rise to a real risk that if the injunction is discharged, the funds will have been spent, either in whole or in part, by the time of the trial, in circumstances where the ability of Centili to meet a judgment against it is, at best, unclear. However, I consider that there is some force too in Centili’s argument that the continuation of the injunction will deprive it of much needed working capital and prevent it from exploiting the commercial opportunities that are potentially available to it. I consider that this is a case where both parties have made out a case that damages would not be an adequate remedy. (3) Balance of Convenience[47]I therefore turn to consider the balance of convenience. From Ciright’s perspective, Mr Kokelaar argues that the balance firmly weighs in favour of preserving the Disputed Fund over which his client asserts a proprietary interest. He argues (having regard to comments made by Flaux J in Madoff ) that having satisfied the court that there is a serious issue to be tried over the ownership of the Disputed Fund, the court should not give weight to arguments by Centili that it would be inconvenienced by being prevented from using the Disputed Fund in circumstances where (on Ciright’s case) the money has never been available for Centili’s use in the first place.[48]Mr Kokelaar makes the point that even on Centili’s case, the payment of the Disputed Fund to it in January 2026 was effectively a windfall. Given that(a) Mr Callahan had been refusing to provide additional funding for Centili unless “richer terms” were agreed and(b) Centili were not aware that Ciright would be paying this money into its account until the conversation between Mr Callahan and Mr Javarone took place on 20 January 2026, Mr Kokelaar argues that Centili must have been relying on other sources of funding to meet its internal costs, including the costs of implementing the deal with Global. Similarly, the disclosed documents for the acquisition of Target shows the production of a non-binding letter of intent to purchase in October 2025, some three months before the payment of the Disputed Fund to Centili.[49]Mr Kokelaar also argues that Mr Javarone’s evidence is that he and his “partners” had been funding Centili’s working capital by paying approximately $75,000 per month. No explanation is provided as to why this cannot continue. Likewise, he contends, much of Centili’s evidence on its financial position is bare assertion; although it is asserted that the making of the injunction has had a deterrent effect on third parties who may otherwise have been willing to fund Centili’s acquisition of Target, there is no evidence of any steps that have been taken by Centili to secure funding from third parties, let alone evidence that the injunction (which is a targeted proprietary injunction rather than a general freezing injunction) has meant that fundraising attempts have been unsuccessful. He also argues that Centili is the author of its own difficulties. Had it engaged with the pre-action correspondence and offered appropriate undertakings then there would have been no need for the injunction in the first place.[50]By contrast, Mr Hopkins argues that the balance of convenience lies firmly in favour of discharging the injunction, as this is the course of action which would cause least irremediable prejudice to the parties. He draws my attention to what he considers to be the weaknesses in Ciright’s case and to the fact that Ciright could (were it to succeed at trial) be compensated in damages, whereas Centili’s prospects of recovering anything are remote (Mr Hopkins argues) because Ciright have not fortified its undertaking in damages and Mr Callahan appears to be prone to deploy Ciright’s funds for questionable motives.[51]Taking all of the arguments that have been raised by both counsel into account I have concluded that the balance of convenience lies in favour of continuing the injunction until trial. I have reached this conclusion for the following reasons:(1) As I have already explained, I do not accept Mr Hopkins’ argument about the weakness of Ciright’s case. Whilst I do not have to come to any concluded view about its merits for the purpose of dealing with this application, I am satisfied that there is a serious issue to be tried, and if Ciright succeeds in establishing its case at trial, the consequence will be that the Disputed Fund will be found to have belonged beneficially to Ciright.(2) I am also not persuaded by Mr Hopkins’ argument that if Centili succeed at trial, then its prospects of recovering anything pursuant to Ciright’s undertaking in damages is remote. I remind myself that even on Centili’s own case, the Disputed Fund is a loan to it which it will be liable to repay to Ciright with interest in January 2027. Thus, if Centili succeed at trial (which is unlikely to occur before January 2027) Centili can be compensated out of the funds which it would otherwise be liable to repay to Ciright, a sum which consists of the Disputed Fund, the further $950,000 which has been advanced as set out above and interest thereon. In addition, Ciright has produced financial statements showing that it had assets totalling some $70 million as at 31 March 2026.(3) The greater risk of prejudice to Centili, in my view arises from the fact that without access to the Disputed Fund it may be unable to exploit commercial opportunities that would otherwise be available to it. However, although I acknowledge this is a risk, I am not satisfied that it outweighs the risks to Ciright that would be posed by permitting Centili to make use of the Disputed Fund pending trial: a) I consider that Ciright is correct to argue that the payment of the Disputed Fund was essentially a “windfall” to Centili, in that even if Centili’s arguments about the Facility Agreement are correct, given the state of negotiations that were ongoing about the provision of further funding to Centili in December 2025, it could have had no reasonable expectation that a sum of in excess of $3 million would be forthcoming in January 2026. In those circumstances, it is harder for Centili to argue that it is being prejudiced by being denied access to funds which it was not expecting and had not asked for. b) I agree with Mr Kokelaar that Centili have produced very limited evidence to support its contention that it is unable to raise funds from other sources. Mr Javarone and his “partners” had previously been providing working capital of $75,000 per month, but Centili’s evidence does not explain why this is unable to continue. Nor has Centili provided evidence of the attempts that it has made to raise funds from third parties. Given that the acquisition of Target was clearly always intended to be funded through funds raised from third parties the lack of evidence of attempts to raise any further necessary working capital from these funders is surprising. Although Centili argues that the existence of the injunction has driven away possible investors, again there is no evidence to this effect and I consider that the risk of this occurring is significantly less where (as here) any injunction is a proprietary one limited to specific assets rather than a general freezing order.[52]Finally, I must also address an argument made by Mr Hopkins, that even if the balance of convenience lies in favour of continuing the injunction, I must also be satisfied that it is just and convenient to do so. In support of his argument that it is not, Mr Hopkins relies on the argument that the injunction forms part of Mr Callahan’s wider conduct to “steal a march” on Centili including(a) his attempts to saddle Centili with unapproved debt to Ambimat,(b) his attempts to arrogate the SimSecure opportunity,(c) his attempts to divide the Centili personnel and(d) what Mr Hopkins terms “brazen” communications by Mr Callahan to Centili’s investors and supporters.[53]Whilst I accept that “balance of convenience” and “just and convenient” are separate tests, I agree with the view set out by Flaux J in Madoff at [141] that once the court has concluded that the balance of convenience lies in favour of the grant of an injunction it is extremely unlikely that the court would go on to conclude that it was nonetheless not just and convenient to grant it. Mr Hopkins’ thesis that the injunction is part of wider course of conduct designed to secure control of Centili is denied by Ciright and is clearly not a matter that I can resolve in the context of this application. Given that Ciright have satisfied me of the American Cyanamid criteria, I do not consider that these disputed matters and motives are sufficient to displace the conclusion that I have otherwise reached about the continuation of a proprietary injunction to protect the Disputed Fund pending trial.[54]I am therefore satisfied that the balance of convenience lies in favour of continuing the injunction and that it is just and convenient for me to do so. (4) Failure to give full and frank disclosure[55]That is, however, not an end to matters as Mr Hopkins argues that this is a case where Ciright failed to give full and frank disclosure to Bacon J and that in accordance with the dicta of Carr J in Tugushev the consequence of this failure should be a refusal by the court to continue the injunction.[56]Mr Hopkins points to eight matters which he contends, either individually or cumulatively, amount to a failure to give full and frank disclosure. These are:(1) Bacon J was never shown the Facility Agreement or had its terms described to her (including the provision it made for borrowing $3 million.(2) Bacon J was concerned to understand the status of any agreement to lend $3 million as this would have influenced the approach taken. She was told that the $3 million had already been drawn down which implied that the Facility Agreement was irrelevant to the alleged trust.(3) This failure has not been explained in a witness statement, instead Ciright’s lawyers sent an email to Centili’s solicitors stating “In fact we are informed that the loan was not drawn down and it has been agreed between the parties that it will convert to equity. Of course, this issue has no direct bearing on the claim to the monies held on trust”. Centili take issue with this final sentence.(4) Mr Callahan’s second affidavit (filed after the injunction was granted) is said to be an attempt to “backfill” the evidential gap. Mr Callahan states “Centili’s assertion that the monies were paid pursuant to the Facility Agreement was not considered to be tenable argument”.(5) It is said that a partisan depiction was advanced by Ciright before Bacon J and that a fair and balanced presentation of the surrounding context would have explained Mr Callahan’s conduct and intentions.(6) The issue of “clean hands” was presented to Bacon J as limited to the issue of any desire on the part of Mr Callahan to hide funds from his wife rather than provide a description of what is said to be on his part a concerted manoeuvre to secure control of Centili’s technology and business prospects.(7) The presentation to the judge of the payments made in January 2026 as consisting of $3.6 million odd forming the Disputed Fund and further $300,000 said to be referable to an additional loan of $500,000 is said to be “extraordinary”. The judge was not addressed on the fact that the additional $300,000 was to be subject to a “4X” return.(8) No explanation was given to the judge of the links between Mr Callahan and Ambimat and the invoices sent to Centili. Nor was the judge told that a further demand for payment to Ambimat would be made the following day.[57]Mr Kokelaar denies that there was any material non-disclosure to Bacon J. He argues:(1) It was not foreseeable at the time of the hearing before Bacon J that Centili would seek to argue (as it now does) that the Disputed Fund was transferred pursuant to the Facility Agreement. At the time of the hearing no such suggestion had been made (and indeed at that point Centili had not even sought to dispute Ciright’s entitlement to the return of the Disputed Fund, and had instead indicated that repayment would be forthcoming). The first time that Centili sought to link the Disputed Fund to the Facility Agreement was in Mr Javarone’s first affidavit of 8 April 2026.(2) In any event Ciright did draw the judge’s attention to the existence of the Facility Agreement. Although she was not shown its terms these were not material to the application.(3) Bacon J was also told that Centili might seek to argue that the Disputed Fund had been transferred by way of loan, and was aware of this argument.(4) Ciright could not have drawn the judge’s attention to Centili’s concerns that Mr Callahan was seeking to secure control of Centili as at that point it was unaware of these contentions. They were first raised after the issue of the proceedings. In any event, he argues, such complaints are not material to the grant of the injunction and are disputed.(5) As Carr J held in Tugushev, it is in general terms inappropriate to seek to set aside an order for non-disclosure where proof of non-disclosure depends on proof of facts which are themselves in issue in the action, unless they are truly so plain that they can be readily and summarily established.[58]Centili have raised a number of issues in respect of which there is said to have been a failure to provide full and frank disclosure, and I reiterate the point made by Coulson LJ in Mex Group Worldwide Ltd v Ford [2025] 1 WLR 975 of the importance of focussing on what he termed the “big ticket” items in this regard. I recognise (as Carr J held in Tugushev) that the duty to provide full and frank disclosure does not extend to a detailed analysis of every possible point which may arise, there are degrees of relevance and a due sense of proportion must be kept. Thus, I do not consider that Ciright was under a duty to anticipate, let alone raise with the judge, the thesis that has subsequently been advanced by Centili that the injunction application is part of a wider campaign to take control of Centili. At the time of the hearing before Bacon J, this argument, which is denied by Ciright, had not been articulated by Centili and I do not see how Ciright can reasonably be expected to have raised it. Moreover, I consider this to be an issue where proof of non-disclosure will itself depend on facts which are themselves in issue within the proceedings.[59]However, I consider that Centili’s arguments are significantly stronger in relation to what Bacon J was told about the Facility Agreement. Mr Callahan’s first affidavit in support of the interim injunction identified that Ciright and Centili had entered into the Licence Agreement and that Ciright had “[p]rovided a loan facility of $3million pursuant to a facility agreement dated 3 January 2025”, and this was also referred to in Mr Kokelaar’s skeleton argument. However neither the Facility Agreement nor the Licence Agreement were exhibited to Mr Callahan’s affidavit or provided to the court.[60]The Facility Agreement was nevertheless a point that excited the interest of Bacon J. I have the transcript of the hearing before her. At page 4 of the transcript the following exchange is recorded:
“MRS JUSTICE BACON: …you say that in January there was a loan agreement under which your client agreed to pay the respondent with the loan of $3 million. Was that loan provided? MR KOKELAAR: As I understand it, my Lady, yes… … MRS JUSTICE BACON: It is just a little strange because it is exactly the same amount in total. So the $3 million loan was then provided and the – MR KOKELAAR: That is my understanding … So there was, as I understand it, a properly documented facility of $3 million which was extended by Ciright to Centili. It was then agreed subsequently that there would be an additional loan --- MRS JUSTICE BACON: Yes. The question is, was that drawn down? Was the loan drawn down by Centili? MR KOKELAAR: As I understand it, my Lady, yes. MRS JUSTICE BACON: When? MR KOKELAAR: Forgive me, my Lady. (After a pause) My Lady, I can ask that we seek definitive clarification on that point if it is ---- MRS JUSTICE BACON: It is just a little odd. I am looking at the witness statement of Mr Callahan, and at paragraph 12 it says that Ciright has provided a loan facility of $3 million pursuant to an agreement dated 3 January and then provided a further loan of $500,000. But what he does not say is when the loan or loans were drawn down…”
MR KOKELAAR: As I understand it, my Lady, yes… 63. There then followed an explanation by Mr Kokelaar as to how Ciright contended that the payments made to Centili in January 2026 were made up. The judge returned to the issue of the Facility Agreement a little later. “MRS JUSTICE BACON: Let me look at my notes. You believe the original $3 million was loaned but you do not know when. MR KOKELAAR: My Lady I do not. I can certainly find out if that would assist. MRS JUSTICE Bacon: No it is all right.”[61]Thus, although the judge was told about the existence of the Facility Agreement, the detail that is missing from these exchanges is the fact that Ciright contends that the Facility Agreement was linked to the Licence Agreement, and that the loan had effectively been drawn down by the provision to Centili of technology (the “$3m of code” referred to by Mr Callahan) rather than by the provision of cash.[62]I recognise that as at the time of the hearing before Bacon J, Centili had not yet articulated its case that the Disputed Fund had been provided pursuant to the Facility Agreement; indeed messages from that company had indicated that the Disputed Fund belonged to Ciright and that repayment would be forthcoming. As such I accept that at that time the terms of the Facility Agreement may not have been uppermost in the minds of Ciright and its advisers – the focus was on what had been agreed between Mr Callahan and Mr Javarone at the time of the payment of funds in January 2026.

MR KOKELAAR: As I understand it, my Lady, yes…

[63]Nonetheless, I consider the fact that (on Ciright’s case) the loan under the Facility Agreement had been drawn down through the provision of $3m in technology rather than in cash was a material point that should have been brought to the judge’s attention. As Carr J held in Tugushev, material facts are those which it is material for the judge to know in dealing with the application as made. The issue of whether (and if so how) the Facility Agreement has been drawn down is clearly material to the cases that have are now being pursued by the parties; the Facility Agreement is at the heart of Centili’s defence. However, even allowing for the fact that Centili had not articulated this case as at the time of the hearing before Bacon J, I remain of the view that this issue was still a material one. First, Ciright and Mr Callahan themselves considered the Facility Agreement to be sufficiently material to the dispute to draw its existence to the court’s attention. Second, it is clear from the exchanges that I have set out above that this was an issue that the judge herself considered sufficiently significant to ask a number of questions about. She twice asked for confirmation that the loan had been drawn down and was told that it had been. In the absence of any explanation that Ciright’s case is that this draw down was by way of the provision of valuable technology rather than cash, the judge was left with the incorrect impression that Ciright had previously advanced a further $3million in cash to Centili.[64]In making this finding, I should make clear that I do not make any criticism of Mr Kokelaar or make any suggestion that he deliberately sought to mislead the court. The issue appears to have arisen because he had not been fully apprised of the circumstances surrounding the implementation of the Facility Agreement. Nonetheless, I consider that the overall effect was that the judge was misled in a material respect.[65]Where the court finds that there has been a failure to disclose a material fact at a without notice hearing, the starting position is that the injunction should be discharged, even if the order would still have been made had the relevant matter been brought to the court’s attention at the time. As Carr J explained in Tugushev this is a penal approach to ensure that applicants abide by their duties to the court.[66]However, the overriding consideration is that of the interests of justice, and the court has a discretion to continue the injunction notwithstanding a failure to disclose a material fact. In exercising this discretion I am required to consider:(1) The importance of the facts not disclosed to the issues before the judge;(2) The need to encourage proper compliance with the duty of full and frank disclosure and to deter non-compliance;(3) Whether or not, and to what extent the failure was culpable; and(4) The injustice to the claimant that may occur if an order is discharged. I remind myself also that the discretion is to be exercise sparingly and a strong case on the merits is still not a good excuse for a failure to disclose material facts.[67]Whilst I have concluded that the failure to disclose that Ciright’s case was that the Facility Agreement had been drawn down by the provision of technology rather than cash was a material matter, I do recognise that as at the time of the hearing before Bacon J, it had not yet acquired the central prominence within the dispute that it now has. Despite demands for payment, Centili had not yet asserted that the Disputed Fund had been advanced pursuant to the Facility Agreement and had indicated that payment would be forthcoming. I also consider that had the judge been properly informed about the status of the loan under the Facility Agreement, she would still have been likely to have granted the injunction. The injunction is a proprietary one, confined to the Disputed Fund and as I have found, the parties’ respective cases mean that there is a serious issue to be tried. Moreover, whilst the judge was clearly interested in the Facility Agreement, it does not appear to have been central to her decision to grant the injunction as she declined Mr Kokelaar’s offer to obtain further detail on when that facility had been drawn down.[68]Nor do I consider this to be a case where the failure to disclose was intentional. As can be seen from the explanations subsequently provided by Ciright’s solicitors and Mr Callahan it arose because Ciright were proceeding on the basis that the Facility Agreement had no application to this matter. Whilst, with hindsight, there was a failure to anticipate the defence that Centili would ultimately reply upon, I do not consider that the failure to provide the full picture to Bacon J was a deliberate attempt to mislead the court. Nonetheless, I consider that the preparation for the application before Bacon J did not give sufficient consideration to the defences that might be raised, and it is extremely unfortunate that Mr Kokelaar was not provided with sufficient background material regarding the Facility Agreement in order to provide a complete and accurate answer to the judge’s questions.[69]For the reasons set out above, I have already concluded that there is a serious issue to be tried, that damages will not be an adequate remedy for Ciright should it succeed at trial and that the balance of convenience points towards me continuing the injunction.[70]Taking all of these matters into account I am concerned that to discharge the injunction would lead to an unjust outcome, notwithstanding Ciright’s failure to provide full and frank disclosure in respect of the Facility Agreement. I am not satisfied that it would be in the interests of justice for Centili to be free to deploy the Disputed Fund pending trial. That said, I fully recognise that the court must be astute to encourage proper compliance with the duty and penalise non-compliance. However, I consider that those objects can be adequately met in the present case through appropriate and penal costs orders. Ciright have filed a costs schedule for the hearing before me indicating that its costs of the application (including the hearing before Bacon J) are nearly £210,000. My provisional view is that it should be required to bear these costs itself and contribute also to Centili’s costs, a sanction which I consider would provide an appropriate measure of deterrence whilst avoiding the risk of injustice that a discharge of the injunction would bring. However, the quantum of such a sanction was not an issue which was argued at the hearing before me, and I consider that I should give the parties an opportunity to make submissions on the precise form of costs order that I should make in the light of the above conclusions. (5) Fortification[71]The final issue that I have to consider relates to Centili’s application for the fortification of Ciright’s undertaking in damages. The application is said to be based on two matters. First that Ciright is incorporated outside England and Wales, and second that Mr Callahan has previously shown a willingness to take steps to place assets beyond reach. Mr Furstenberg’s affidavit estimates the harm being caused to Centili at around $6 million per annum, a figure said to have been calculated by the lost opportunity with Global. In the circumstances Centili seeks fortification of Ciright’s undertaking in damages in the sum of $6 million or such other sum as the Court considers appropriate.[72]For Ciright, Mr Kokelaar argues that fortification is not appropriate here. He points to the fact that being based outside the jurisdiction is not, of itself, a reason for granting fortification (Civil Fraud 1st ed para 27-049). Moreover, he identifies that Centili has not sought to adduce evidence as to the difficulties that it might face in enforcing any order that is made against Ciright in the United States. As to Mr Callahan’s supposed willingness to take steps to place assets beyond reach he makes the point that Mr Callahan’s divorce had been settled and his wife would never have had a direct claim on Ciright’s assets. Rather, the reason behind Mr Callahan's wish to move funds into Centili’s account was the fact that his former wife was still able to see the balance of that account and he did not wish her know how much money was in that account. Mr Kokelaar also disputes the estimates of loss put forward on behalf of Centili. Finally he also makes the point that Ciright’s undertaking in damages does not require fortification as the Disputed Fund and other sums loaned by Ciright to Centili mean that Centili has effective security for any liability in this regard in any event.[73]As set out above, in order to fortify an undertaking in damages:(1) The court requires an intelligent estimate of the likely amount of loss that the defendant will sustain by reason of the making of the injunction order;(2) The court must ascertain whether there is a sufficient level of risk of loss to require fortification; and(3) The identified loss must have been or is likely to be caused by the grant of the injunction.[74]Here, I am not satisfied that Centili have made out a case for fortification. Although it has sought to put a value on the harm that the injunction is causing, its figures are in my view extremely speculative. As Mr Kokelaar argues, they are effectively just assertions by Mr Javarone and Mr Furstenberg with little evidence to corroborate the sums actually claimed. I consider that there is significant force in this argument and I am not persuaded that the $6 million sought by way of fortification is an adequate estimate of the loss that the injunction would be likely to cause. Nor, given the lack of evidence about other attempts that Centili has made to raise working capital from alternative sources am I persuaded that there is a sufficient risk of loss to require fortification. I also accept Mr Kokelaar’s point that Centili has failed to provide evidence of the costs of seeking to enforce any judgment against Ciright in the United States.[75]In any event, as I have already explained, Centili has significant security for Ciright’s undertaking in damages. On any footing as of January 2027 it will be liable to repay Ciright the $950,000 that it is common ground it has been lent, together with interest thereon. Additionally, even if it prevails at trial, it will still be required to repay the Disputed Fund to Ciright with interest in January 2027. These sums, which together exceed $4,500,000, can be set off against any liability that Ciright may ultimately have under its undertaking in damages. Given this and the lack of evidence to support Centili’s assertion that its losses will amount to $6 million, I am satisfied that Centili have failed to establish that fortification of Ciright’s undertaking should be ordered. Conclusion[76]I will therefore continue the injunction until trial but list the matter for short submissions on the form of the costs order that I should make given my findings in relation to Ciright’s breach of its duty of full and frank disclosure. Centili’s application for fortification of Ciright’s undertaking is dismissed.