Balbinder Singh Battu v Reflect Canal House Limited & Ors [2026] EWHC 2106 (Ch)

[2026] EWHC 2106 (Ch)Case No BL-2026-000643
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
BUSINESS LIST (ChD)
Venue Royal Courts of Justice, Rolls Building, Fetter Lane,Date 13 August 2026
London, EC4A 1NL
Before
HHJ PAUL MATTHEWS(sitting as a Judge of the High Court)
Between
BALBINDER SINGH BATTUClaimantREFLECT CANAL HOUSE LIMITEDDefendantREFLECT GROUP LIMITEDDefendantRICKVEER SINGH POONIADefendantANDREW JOHN CATTERALLDefendantREFLECT REAL ESTATE LIMITEDDefendantREFLECT CONSTRUCTION LIMITEDDefendantMSP CAPITAL LIMITEDDefendantLESTER ALDRIDGE LLPDefendantHJS ACCOUNTANTS LIMITEDDefendantRM LEGAL SOLICITORS LIMITEDDefendantBARCLAYS BANK PLCDefendantALLICA BANK LIMITEDDefendantBALBINDER SINGH BATTU Claimant/Applicant- and –(1) REFLECT CANAL HOUSE LIMITED (2) REFLECT GROUP LIMITED (3) RICKVEER SINGH POONIA (4) ANDREW JOHN CATTERALL (5) REFLECT REAL ESTATE LIMITED (6) REFLECT CONSTRUCTION LIMITED (7) MSP CAPITAL LIMITED (8) LESTER ALDRIDGE LLP (9) HJS ACCOUNTANTS LIMITED (10) RM LEGAL SOLICITORS LIMITED (11) BARCLAYS BANK PLC (12) ALLICA BANK LIMITED Defendants/Respondents Respondents (ancillary orders only)
Justin Perring (instructed by Dutton Gregory LLP) for ClaimantMarc Brittain (instructed by Direct Access) for First to Fifth Respondents for The other respondents did not appear and were not representedHearing Hearing date: 30 July 2026
This judgment was handed down remotely at 4:00 pm on 13 August 2026 by circulation to the parties or their representatives by e-mailHHJ Paul Matthews :

Introduction

[1]This is my judgment on two applications concerning the same domestic freezing order. That freezing order was originally made by HHJ Jarman KC, sitting as a judge of the High Court, on 5 June 2026, and continued by HHJ Hodge KC, also sitting as a judge of the High Court, on 29 June 2026. The first of the two applications is made by the claimant by notice dated 26 May 2026, and seeks an order continuing the freezing order until trial of the present claim or further order in the meantime. It relies on the affidavit of the claimant dated 3 June 2026, which was before HHJ Jarman KC, but also on further witness statements of the claimant dated 24 June 2026 and 24 July 2026, as well as a witness statement of his wife, Sarbjeet Battu, dated 24 July 2026.[2]The other application is one made by the first to fifth respondents to the original injunction (to whom, for convenience, I shall continue to refer in this judgment as the respondents), by a notice which is dated 25 June 2026, although it was sealed only as late as 22 July 2026. It seeks an order discharging the freezing order on the grounds of material non-disclosure. The application notice states:
“The grounds for discharging the Freezing Order have been set out in the second affidavit of Rickveer Singh Poonia”
. Mr Poonia is the third respondent, and his second affidavit is dated 25June 2026, though sworn only on 9 July 2026.[3]On 6 June 2026, HHJ Jarman KC also made seven ancillary disclosure orders, one in relation to the first to fifth respondents, and six others, one each against various other respondents. These latter are not concerned in either of these two applications. The return day for the injunction was 29 June 2026. When the matter came before HHJ Hodge KC on that day, he decided that the matter was not capable of being dealt with in the time available. Accordingly, he varied the order of 5 June 2026 to continue the injunction over to a new return date, and directed that the matter be relisted in the window 28 to 30 July 2026, when there would be sufficient time both for the hearing and for judicial pre-reading. Accordingly, the two applications were argued together before me on 30 July 2026, when both sides were represented by counsel, Justin Perring for the claimant and Marc Brittain for the respondents. I am very grateful to both of them for their very full and careful submissions. I record here that no witnesses were cross-examined on their written evidence.[4]At the time of the hearing before HHJ Jarman KC, on 5 June 2026, the claim form in this matter had not yet been issued, although the judge did have the benefit of draft particulars of claim. The claim form was in fact issued on 16 June 2026. The claim is made in respect of an investment which the claimant made in a residential property development project in Southampton, and which concluded with the sale of the completed property to a third party at a level which is said to have produced no profit. The draft particulars of claim allege no fewer than 13 causes of action against the defendants, ranging from debt, through breach of trust and breach of fiduciary duty, to proprietary tracing claims and claims of fraud on creditors. I will come back in due course to the nature of the causes of action alleged.[5]The third and fourth defendants between them hold 100% of the shares in the second respondent. The second respondent is the sole shareholder in the first, fifth and sixth respondents. The first respondent was the owner and developer in relation to the property, and the construction work was carried out by the sixth respondent (now in creditors’ voluntary liquidation). The first respondent then changed its name from Reflect Real Estate Limited, and the fifth respondent was then incorporated and changed its name to Reflect Real Estate Limited. (The respondents’ case is that this was done to protect the intellectual property rights inherent in the company name and logo.) The seventh respondent was the principal third-party lender. The eighth respondent was the firm of conveyancing solicitors acting for the first respondent on the sale of the property. The ninth respondent was the firm of accountants acting for the Reflect Group. The tenth respondent was the firm of conveyancing solicitors acting for the first respondent on the acquisition of the property. The eleventh and twelfth respondents were bankers to the first respondent and the group.

Background

[6]The background to the claim and to these applications, taken largely from the claimant’s evidence, is as follows. The claimant originally entered into a loan agreement with a company called Canal Walk Developments Ltd (“CWD”), which owned the site and was proposing to develop it. The seventh respondent was the primary lender to this company. CWD gave the claimant a Loan Note, debenture and charge (but ranking behind that of the seventh respondent), as well as a deed of priorities. Between January 2022 and October 2023, the claimant advanced some £597,000 to CWD under this loan agreement in 12 tranches. But CWD had financial problems which meant it could not complete the development. In October or November 2023, the claimant was introduced to the third and fourth respondents, who were seeking to acquire the property. The respondents’evidence does not challenge any of this.[7]In late 2023 or early 2024, what the claimant calls a joint venture was discussed between the claimant and the third and fourth respondents. On the claimant’s case, it was agreed that the claimant would become a director of and a 50% shareholder in the first respondent. The claimant would provide £400,000 of new money to the first respondent (half by way of loan, and half as equity), but (on the claimant’s case) it was also agreed that the £600,000 that the claimant had provided to CWD in the form of a loan shown in the accounts of the first respondent would be preserved as a director’s loan account in the first respondent. (Only the £600,000 loan is challenged by the respondents.) Heads of terms were exchanged in February 2024. These included the existing loan of £600,000 to CWD being treated as a loan by the claimant to the first respondent. On 21 March 2024, the claimant paid £40,000 to RM Legal Solicitors Ltd for the deposit needed for the acquisition of the property itself from CWD. On about 27March 2024, the claimant and the first respondent entered into a loan agreement concerning the £200,000 loan (half of the new money to be put into the development). On 17 April 2024 (according to the respondents) or 26 April 2024 (according to the claimant) there was a meeting at the offices of the ninth respondent, the first to fifth respondents’ accountants. At that meeting, the claimant emphasised that both the £600,000 already advanced to CWD and the £200,000 advanced under the new loan agreement were to be treated as director’s loans to the first respondent.[8]On 7 May 2024, the claimant paid £325,000 to the account of the first respondent with Barclays Bank plc. On 9 May 2024, the claimant, the third and fourth respondents and the first respondent entered into a written agreement under which the claimant was to be a 50% shareholder in and a director of the first respondent. They also entered into a deed of trust, by virtue of which the third and fourth respondents, as 100% shareholders in the first respondent, declared that they held their shares on trust for the claimant as to 50%, pending the legal transfer of 50% of the shares to the claimant. (None of this is challenged by the respondents. Their case is that this deed of trust “was mutually agreed to be terminated” at a meeting on 19 June 2024”, but there is no documentary evidence of this, and the claimant denies it.) Also on 9 May 2024, the seventh respondent sold the property in its capacity as first chargee to the first respondent for £800,000. The claimant says (and the respondents do not challenge this) that the third and fourth respondents did not put any of their own money into the acquisition. On 21 May 2024, CWD was ordered to be put into compulsory winding up, on the petition of a subcontractor. The claimant’s case is that he was not notified either of the petition or of the order.[9]On 7 June 2024 the claimant paid £10,000 to the first respondent via its account with Allica Bank Ltd. Between July 2024 and December 2025 the claimant paid a further £83,000 (net) in 12 payments to the first respondent at its account with Barclays Bank plc. On 15 January 2026 the claimant paid £5,000 directly to the seventh respondent in order to discharge interest due to the seventh respondent. Accordingly, leaving aside the £600,000 paid to CDW (which the respondents challenge as a loan at all), the total monies paid by the claimant in this period, including the £200,000 further investment, amounted to £463,000. This was made up of £40,000 paid on 21 March 2024, £325,000 paid on 7 May 2024, £10,000 paid on 7 June 2024, £83,000 paid between July 2024 and December 2025, and £5,000 paid on 15 January 2026. The total amount loaned was £263,000 (because £200,000 was an equity investment). That means that the claimant’s aggregate claim in debt cannot exceed £600,000 (if proved to be a loan) plus £263,000, which is £863,000, plus applicable interest. It is probable, but not certain, that this claim as pleaded has the largest quantum of all of the claims.[10]However, on the claimant’s case, despite enquiries and requests by the claimant, no shares in the first respondent were ever transferred to the claimant. Nor was the claimant ever appointed a director of the first respondent. (The respondents deny that there were any requests for either.) And nor was the claimant ever added to the bank mandate. The claimant says that the third and fourth respondents made various excuses for not doing any of these things. But I am not concerned now to evaluate these excuses. On the other hand, I record that, as it turns out on the evidence, the first respondent had two accounts with Barclays Bank plc, and two accounts with Allica Bank Ltd, though only one of these was disclosed to the claimant at the time. The claimant became aware of the second Allica account only in December 2025, when accessing the (read only) Barclays account details on the Xero platform. At the time of the events described, the claimant had limited visibility of the first respondent’s bank accounts through the Barclays Xero platform, and saw bank statements only between July and September 2025. This may account for some of the discrepancies between the figures put forward by the two sides.[11]Since the original orders were made in June, the claimant has received disclosure of relevant documents from third parties, and now has a better picture of what happened. There were many onward transfers from the first respondent’s Barclays 2 account to the second and the sixth respondents. Loan monies were drawn down from the primary lender, the seventh respondent. The claimant calculates this as about £2.3 million, though the evidence of the third and fourth respondents is that they amounted to about £2.7 million. There was also substantial expenditure from the first respondent’s Allica 2 account (the one not originally disclosed to the claimant) to unconnected parties, including retail and hospitality sellers, and taxi and parking services, as well as direct payments to the third and fourth respondents themselves.[12]In his first affidavit, the claimant says (at [46]) that, in about late 2024/early 2025, “on a visit by me to the directors’ offices in Ocean Village, [the third respondent] presented to me banking records which purported to show that a payment had been made from [a first respondent] Barclays account … I am informed and believe that [the seventh respondent] subsequently queried the same transaction, having become concerned that matters were not as represented, and that it transpired that the alleged payment had not in fact been made.” (The respondents’ case is that the claimant proposed the scheme, in order to buy time for the development to continue, and they went along with it under “economic pressure”.)[13]In early 2025 the first respondent had an outstanding liability for community infrastructure levy (“CIL”) which the local authority was pressing the company to pay. The seventh respondent declined to allow a further drawdown on the loan facility until the liability was settled. On about 30 January 2025, the third respondent presented the Monitoring Surveyor appointed by the seventh respondent with an email apparently emanating from a “Matt Griffiths” of the local authority. This stated that the CIL liability had now been discharged. But the Monitoring Surveyor made enquiries, and found out that no such email had been sent. The liability had not been discharged. (Again, the respondents’ case is that the claimant proposed the scheme and they simply went along with it.)[14]From August 2025 onwards, project costs began to escalate. The claimant asked for an independent audit, but the fourth respondent refused, saying that the respondents had never agreed to this. Instead, the respondents supplied the claimant with high-level information only, such as the profit and loss balance sheet of the sixth respondent in December 2025. Meanwhile, in September 2025, the third and fourth respondents told the claimant that they had agreed to sell the property on completion to Southampton City Council for £3.9 million. He had not been consulted, let alone asked to consent. In October 2025, the claimant says that they told him that the project would require a further £2.1 million to reach completion. At a meeting in Romsey in December 2025, the third and fourth respondents told the claimant that the total cost of the project would be £3.8 million. They also disclosed for the first time that there was another lender involved, Quay Developments (Southern) Ltd, which had a charge on the property. They asked him to lend a further £42,000 as a “short term” loan, together with another £5,000 for an interest payment to the seventh respondent. The claimant agreed in principle, but subject to the condition that all the monies would go through the first respondent’s Barclays account which he could monitor through Xero, and that he would have full visibility of all transactions. None of this is challenged by the respondents.[15]On 23 December 2025, the claimant sent £16,000 to the first respondent’s Barclays 2 account. Using the Xero platform, he saw that within minutes it had been paid out to another account of which he was previously unaware. He raised this with the third and fourth respondents, and asked if the first respondent had another bank account. He was told that it did. This was the Allica 2 account. Recent disclosure shows that the monies paid into that account were transferred out the same day to persons unconnected with the project. The respondents’ case is that all monies paid out were spent on agreed items, but otherwise this account is unchallenged. In January 2026, the seventh respondent required the first respondent to cover two months’ interest with £5,000. The third and fourth respondents put pressure on the claimant to provide the necessary funds. The claimant then found that he could no longer see the first respondent’s Barclays account via Xero. When he raised this, the third respondent told him that the account had been closed. The sixth respondent was faced with a winding up petition from an unpaid creditor. On 2 February 2026 it entered creditors’ voluntary liquidation, before that petition could be heard. Again, none of this is challenged by the respondents.[16]The claimant was now very concerned at what was happening, and instructed solicitors, Dutton Gregory LLP. They wrote to the respondents on 26 February 2026, referring to the agreements of May 2024, giving notice of the claimant’s claims, and asking that no asset be disposed of without the claimant’s consent. The third respondent replied on 9 March 2026, saying that the directors had no knowledge of any agreements of May 2024, and asking the solicitors for copies, despite the fact that he had himself signed them.[17]On about 7 April 2026, the first respondent exchanged contracts for the sale of the property with Southampton City Council at the price of £3.9 million. Completion took place the next day, 8 April 2026. The eighth respondent, who was acting on the sale, paid out £588,000 to the first respondent. Between 8 April 2026 and 16 April 2026 a total of £434,000 was paid from the first respondent’s Allica 2 bank account to the second respondent, though £100,000 of this was later returned. Between 7 May 2026 and 15 May 2026, the second respondent received £578,000 from the first respondent, and returned £188,000 to the first respondent. Accordingly, the net amount transferred to the second respondent was £390,000. On 23 April 2026 the first respondent was renamed Reflect Canal House Ltd, and the fifth respondent was incorporated, being renamed Reflect Real Estate Ltd. On the same day or the next one, the seventh respondent’s two charges were discharged. Claimed causes of action Contract

Claimed causes of action

[18]As I have said, the claimant puts forward 13 causes of action against one or more of the respondents. These can be grouped into three, namely, contract, property and non-contractual obligations. The first cause of action in contract is debt, against the first respondent, in the sum of £863,000, together with interest both contractually and by statute. The sum of £863,000 is made up of: £600,000 originally lent to CWD but acknowledged as a loan to the first respondent, £200,000 to the first respondent directly and further net advances of about £63,000. The second is damages for breach of contract, also against the first respondent, claiming losses of not less than £450,000. The third cause of action seeks rectification of the company’s share register under section 125 of the Companies Act 2006, by way of specific performance of clause 3 of the agreement of 9 May 2024. This is sought against the first four respondents.

Property

[19]The fourth cause of action is the first of the property group. This is breach of trust by the third and fourth respondents. The trust is that constituted by the deed of trust of 9 May 2024, by which those respondents held 50% of the shares for the claimant, and undertook to make no disposition without the claimant’s written consent, and to operate the first respondent as if the claimant were a director. The fifth is breach of fiduciary duty by the third and fourth respondents. The duties concerned are single-minded loyalty and the no conflict and no profit rules, as well as the irreducible core of honesty and good faith. The sixth cause of action is breach of joint venture fiduciary duty by the third and fourth respondents. The seventh cause of action is based on a “Quistclose” resulting trust, said to arise out of the transfer of £16,000 on 23 December 2025 on strict conditions which were not complied with.

Non-contractual obligations

[20]The eighth cause of action is the first of the non-contractual obligations group. This is the tort of inducing a breach of contract by the third and fourth respondents. The allegation is that they procured the breach of the contract between the claimant and the first respondent. Because (it is said) they were also in breach of their own duties as directors under sections 171 and 172 of the Companies Act 2006, they are not immune from liability under the principle in Said v Butt [1920] 3 KB 497. The ninth is unlawful means conspiracy, against the second, third and fourth respondents, to effect the extraction of the first respondent’s funds for themselves without paying anything to the claimant. The tenth is the tort of deceit, made against the third and fourth respondents, in respect of representations as to the fixed price JCT contract between the first and the sixth respondents and the claimant’s oversight of quotations for work and running costs. The eleventh cause of action is negligent misstatement under the Misrepresentation Act 1967 in respect of the same representations. The twelfth is dishonest assistance and knowing receipt, made against the second respondent, in relation to the receipt of the sum of £434,253.57 in April 2026. The last is fraud on creditors (Insolvency Act 1986, s 423) by making transfers for no identified consideration to the directors’ own company within days of completion.

The applications before the court

[21]As I have said, there are two applications before the court. One, by the claimant, is for an order continuing the freezing order until trial of the present claim or further order in the meantime. The other, by the respondents, is for an order discharging the freezing order on the grounds of material non-disclosure. The two applications were argued before me together rather than separately. Although the continuation application was the first in time, it seems to me to be more sensible to take the discharge application first. This is because the discharge application is one which seeks to discharge the original injunction, not the fresh injunction which is sought by the continuation application. If the discharge application succeeds, I can take that into account as part of the continuation application. If it fails, I can deal with the continuation application without further reference to it.

The discharge application

[22]The respondents seek the discharge of the original injunction on the basis of material non-disclosure to the court by the claimant. At the outset, I note that, although on 29 June 2026 (the original return date) the court was told by counsel appearing on behalf of the respondents that they intended to issue an application to discharge on grounds of nondisclosure within the next 24 to 48 hours, it was not in fact issued until 22 July 2026, more than three weeks later. There was a palpable lack of urgency to the situation. This is of course not fatal to the application, but it is part of the surrounding circumstances to be taken into account[23]The relevant law on the duty of full and frank disclosure and applications for discharge was summarised in Tugushev v Orlov [2019] EWHC 2031 (Comm) by Carr J (as she then was), referring to a considerable number of authorities:
“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 non-disclosure 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 non-disclosure 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.”
[24]The claimant’s affidavit of 3 June 2026 (at [81] and following), describes a number of facts and matters by way of full and frank disclosure. These include (at [83] and following) factual matters where the documentary record is uncertain or qualified, (at [97] and following) a point about corporate structure and a construction issue on the deed of trust, and (at [101]) the identification of a number of possible defences that the respondents might seek to put forward.[25]As already mentioned, the respondents’ application relies on the second affidavit of the third respondent dated 25June 2026, though sworn only on 9 July 2026. That affidavit makes a number of allegations of failure by the claimant to give full and frank disclosure to the court on the original without notice application. The overarching comment at the outset is this:
“6. The Applicant/Claimant has not provided full and frank disclosure and has advanced false statements, deliberately misrepresented the facts and failed to disclose crucial, detrimental facts to their claim in order to misrepresent the situation to that court during the initial without notice hearing; which this affidavit sets out in detail.”
[26]However, in addition to allegations of nondisclosure to the court, the affidavit also sets out evidence which challenges some of that put forward by the claimant, and argues the merits of the substantive claim. So, the affidavit is a mixture of allegations of nondisclosure to the court, disagreements about what actually happened, and denials of any risk of dissipation of assets by the respondents. Many of the allegations of non-disclosure are in fact allegations of a failure by the claimant to put forward the respondents’ current challenges to the substance of the case. In this part of my judgment I concentrate on the allegations of material nondisclosure to the court in the affidavit.[27]In paragraph 10, the third respondent says:
“MSP Capital Ltd Drawdown 7 and 8 were not released for which the Applicant/Claimant was made aware. This is a deliberate failure to disclose in order to misrepresent the facts and addresses any assertion of concealment and dissipation alleged by the Applicant/Claimant.”
[28]I assume that there is a word (or words) missing in the first line of the quotation after the word “for”, such as “reasons”. It does not explain what it was of which the claimant was made aware, or when or how. Nor does it make clear exactly what it was that the claimant is alleged not to have disclosed. The claimant’s case is that these drawdowns were not permitted because of the false CIL email circulated by the Third Respondent (which seems to be confirmed by the disclosure from the seventh respondent). The complaint is incoherent, but at most appears to amount to a challenge to the claimant’s evidence. It is not a ground for discharge.[29]In paragraph 12, the third respondent says:
“The Applicant/Claimant has failed to disclose and misrepresented the specific clause in the 09.05.2024 Loan Agreement where the Applicant/Claimant has only referenced clause 5 of the agreement to infer that the First Respondent entered into an additional £600,000 loan, whilst clause 8 of the same agreement states ‘£600,000 to be treated as [the claimant’s] loan into the deal for tax purposes only and carries no material investment into the deal’…”
[30]According to the note of the hearing, HHJ Jarman KC was taken to clause 5 of the agreement of 9 May 2024. Clause 8 is five lines down the same page as clause 5. It is not clear from the note of the hearing whether the judge was specifically taken to clause 8, but it is inconceivable that he did not see it. Even if he did not, and I exclude the £600,000 former loan, there is still a floor of £263,000 further loans in the debt claim (to say nothing of the other causes of action). This is not a sufficient ground for discharge.[31]In paragraph 15, the third respondent says:
“The Applicant/Claimant has failed to disclose and deliberately misrepresented the facts that The Deed of Trust was terminated and the Applicant/Claimant did not advance any request to become a director or shareholder of Respondent 1 nor did they carry out any of their fiduciary duties … ”
These are matters of substance rather than grounds for discharge. The question of the alleged “termination” of the deed of trust is dealt with below.[32]In paragraph 16, the third respondent says:
“The Applicant/Claimant has failed to disclose that they had applied economic duress upon the Third and Fourth Respondents in order to falsify CIL and banking records”
. The allegation of economic duress is completely unparticularised, and appears to be inconsistent with the evidence that I have seen, in particular from communications between the parties at that time. But in any event it is a matter of substance for trial and not a ground for discharge,[33]In paragraph 33, the third respondent says:
“In response to para 27 of the Applicant Claimant’s affidavit: The Applicant/Claimant has failed to disclose that at a meeting on 19.06.2024 held at the Duke on the Test located exhibited at RSP 29 with the Third and Fourth defendants the Deed of Trust dated 09.05.2024 was mutually agreed to be terminated …”
[34]The claimant denies that there was any agreement to terminate the trust. On the face of it, it would make no sense for him to agree to do so, and the Third Respondent does not suggest a reason. Moreover, there is no documentary evidence of any such agreement, and an oral agreement would be legally ineffective, by reason of section 53(1)(c) of the Law of Property Act 1925. If persisted in, this is a matter for trial, not for discharge.[35]In paragraph 42, the third respondent says:
“In response to para 44 of the Applicant/Claimant’s affidavit: The Applicant/Claimant has not provided full and frank disclose [sic] by stating that ‘no MSP Capital Ltd drawdown breakdowns have ever been provided’ the Respondents can confirm MSP Capital Ltd drawdowns including a breakdown and onward transmission of these funds were issued to the Applicant/Claimant at various meetings with the Third and Fourth Respondent and by way of emails from the Third Respondent …”
This is a straightforward denial of the claimant’s allegation. It is not a ground for discharge, but a matter for trial.[36]In paragraph 44, the third respondent says:
“In response to para 45 of the Applicant/Claimant’s affidavit: The Applicant/Claimant has failed to provide full and frank disclosure by withholding key information as they were aware of Quay Developments and the loan entered into with the First Respondent … ”
This too is a straightforward denial of the claimant’s allegation. It is not a ground for discharge, but a matter for trial.[37]In paragraph 45, the third respondent says:
“In response to para 46 of the Applicant/Claimant’s affidavit: … The Applicant/Claimant has not disclosed the fact that they were [sic] complicit and orchestrated the falsifying of records using economic duress … ”
Likewise, this is a straightforward denial of the claimant’s allegation. It is not a ground for discharge, but a matter for trial.[38]In paragraph 47, the third respondent says:
“In response to para 52 of the Applicant/Claimant’s affidavit: The Applicant/Claimant has not provided full and frank disclosure on the Quayside Development loan as detailed in para 44 of this affidavit. The Applicant/Claimant had access to Xero for which all relevant paperwork was loaded and email correspondence providing cost updates … ”
The claimant’s case is that Xero provided (read-only) visibility on one of the first respondent’s bank accounts. As I understand the matter, it did not provide loan documentation. This is simply another challenge to the claimant’s evidence, and is for trial, not for discharge.[39]In paragraph 48, the third respondent says:
“In response to para 53 of the Applicant/Claimant’s affidavit: The Applicant/Claimant has failed to provide full and frank disclosure as they were [sic] furnished with various communications by the Third Respondent regarding the sale to Southampton City Council … ”
This is yet another challenge to the claimant’s evidence, and is for trial, not for discharge.[40]In paragraph 52, the third respondent says:
“In response to para 64 of the Applicant/Claimant’s affidavit: The Applicant/Claimant has failed to provide full and frank disclosure by only referring to part of the email sent by the Third Respondent. The email states ‘please furnish me with the agreement’ … which was not forthcoming form [sic] the Dutton Gregory. It is reasonable to expect such a document to be sent by a lawyer when directly referring to the specified document.”
The point made by the claimant was that the third respondent was demonstrably lying in denying all knowledge of the agreement of 9 May 2024, because he himself had signed it. Whether anyone supplied him with a copy in response to his request was irrelevant. This is not a ground for discharge.[41]In addition to these matters, the respondents’ skeleton argument (drafted by counsel) raises three further issues. The first is that the completion net proceeds figure put to the judge was £587,875.62, whereas the true figure was £545,193.74. The higher (incorrect) figure was relied on as part of the exercise of demonstrating what the cap on the order should be. The claimant accepts that the figure put forward was erroneous. The true figure is about 7% lower than the incorrect one. I do not consider that, in the context, this was a material non-disclosure.[42]The second matter concerns the construction cost baseline prepared by the then director of CWD in October 2023. This showed a total construction cost to completion of £970,242.99. When the respondent became involved in the development, they presented a revised estimate in the region of £1.5 million to £1.6 million. The claimant requested independent quotations and sight of any JCT or other arm’s-length construction contract, but without success. By the time of the meeting on 22 December 2025 between the parties, the total project cost figure presented by the respondents was £3,851,562.96, which was put forward to the judge at the without notice hearing as “a more than threefold increase over the October 2023 cost baseline”. The complaint is that the October 2023 baseline was never seen or agreed to by the respondents, and yet none of the context was before the judge. So far as I can see from the note of the without notice hearing, this matter was not discussed before the judge. The only references therefore are in the skeleton argument which would have been read by the judge. The skeleton makes clear that the October 2023 costs projection was made by the then director of CWD and not by the respondents. There was no suggestion in the skeleton that the respondents had agreed or adopted that projection. There is nothing in this point.[43]The third matter concerns discrepancies in the amounts of money said to have moved between the first respondent and other respondents. The draft particulars of claim say that £668,000 left the first respondent’s bank account, and £111,000 came back, making a net figure of about £557,000. But the affidavit in support of the application, which was relied on before the judge, gave different figures: £577,961.52 out, and £187,579.44 back, a net movement of only £390,382.08. Undoubtedly the judge was given the wrong figures. The question is whether it is material. It is inherently unlikely that the discrepancy was made deliberately, and there is no evidence that it was. I proceed on the basis that it was an error. Moreover, the numbers which the judge was given were the lower ones. The true figures were in fact higher. It is difficult to believe that the judge would have been prepared to make the order on the lower figures, but not on the higher ones. In my judgment, this is not a material nondisclosure.[44]During the hearing, the respondent’s counsel made two further points. The first was that he understood (on instructions from his clients) that the claimant was also suing CWD for £600,000, but that this was not told to the judge. The claimant’s counsel said he had no knowledge of any such proceedings, and also that, in order for any such proceedings to have been taken, the automatic stay imposed on proceedings against companies in liquidation would have had to be lifted. The only evidence before the court is a bare assertion in the third respondent’s second affidavit (at [14]) that he believes that the claimant “is going to use the disclosed information to support another Claim … ” This is not credible evidence that any proceedings have actually been launched against CWD by the claimant. This point accordingly falls away.[45]The second point related to emails passing between the third respondent and the claimant in late January 2025 in relation to the first respondent’s CIL liability to Southampton City Council. On 28 January 2025 the third respondent sent an email to the claimant informing him that the seventh respondent would not allow further drawdown until this liability was settled. It said, “we need to get a solution in place for the CIL”, and “Let me know how quickly you can get matters progressed your end”. Within a short time, the claimant responded, “I understand the urgency and spoken to my brother. I am waiting for him to get back”. The complaint is that these emails were not referred to the judge at the without notice hearing. They do not feature in the skeleton prepared for that hearing nor in the note of that hearing prepared by the claimant’s solicitors. I proceed on the basis that they were not called to the judge’s attention. In my judgment, it was not necessary to show these emails to the judge. There was no evidence that the claimant was complicit in the attempted deception of the seventh respondent by the circulation of the false CIL email. There was a liability that needed to be discharged, and these emails show that the claimant had been asked to and was trying to find a solution. Nothing more.[46]For all these reasons, I dismiss the application to discharge the injunction for non-disclosure.

Requirements for continuing the injunction

[47]I turn now to consider the claimant’s application. In considering whether to continue a domestic freezing injunction, I must ask myself whether the claimant has shown(i) a good arguable case on the underlying claims,(ii) solid evidence of a real risk that a future judgment would not be met because of unjustifiable dissipation of assets, and(iii) that continuation of the injunction is just and convenient. The burden lies on the claimant to demonstrate this. For present purposes, the respondents realistically accept that the claimant has on the evidence a good arguable case on one or more of the 13 causes of action put forward. The real battleground between the parties is the second requirement above. The respondents say that there is no such solid evidence here as is needed.

Risk of dissipation

[48]The claimant relies on the following. First of all, there are the events of February to April 2026. A debt to the claimant was acknowledged on behalf of the debtor, the first respondent. The claimant asked that nothing be disposed of. But then funds once received by the first respondent were moved, within days, out of the first respondent’s account to bank accounts controlled by the third and fourth respondents. Then the debtor was renamed, and a new company incorporated for the purpose was renamed with the old name of the debtor.[49]The third respondent in the version of his second affidavit served unsworn on 26 June 2026, admitted the transfers out of the first respondent’s account, but justified them as “precautionary and commercially prudent, undertaken due to the real and evidenced risk of associated accounts being frozen following the Claimant’s application for a freezing injunction.” 50. ‘precautionary measures taken to protect company funds from potential account freezes, based on prior experience following the freezing of Reflect Contractors Ltd accounts during its voluntary liquidation’. The third respondent thus relies on what happened when a related company entered an insolvency process, and its bank accounts were frozen. In other words, the third respondent considers that it is justified to dissipate assets in order to avoid or frustrate the due process of law.[50]Secondly, the claimant relies on what he calls “documented dishonesty”. There is the episode of the false banking records, referred to above. There is also the episode of the email circulated by the third respondent and purporting to be a statement by an officer of the local authority that the CIL liability had been discharged, when it had not been so discharged. Thirdly, there is the denial of all knowledge by the third respondent of the agreements that he himself had signed with the claimant.[51]Thirdly, the claimant relies on concealment of facts from the claimant by the respondents. The first respondent’s bank account with Barclays, through which the claimant gained all his visibility of the first respondent’s transactions, was closed without warning in January 2026. Even before then, drawdowns from the seventh respondent were redirected from October 2025 into accounts he was not told about, so that he had no knowledge of those monies. Although the claimant was told after completion that there was no money for him, without his knowledge £125,000 was in fact paid to the fourth respondent personally. At the hearing, it was submitted that this was the repayment of loans made to the first respondent by the fourth respondent out of his personal pension fund. In the third respondent’s second affidavit there is a reference (at [51]) to a verbal agreement in June 2024 to this effect. Even if that is true, it still appears to amount to an unlawful preference. A further point made is that the allowances under the freezing injunction for living and legal costs apply only once the source and amounts of the monies to be used have been disclosed. During the hearing I was shown an email dated 6 July 2026 (it was available only on an iPad, as it had not found its way into the bundle), saying that the third respondent was being funded by his mother, and the fourth respondent from “savings”. But this was a month after the injunction was made, no amounts were given, and nor were the particular funds or assets identified.[52]Not all of the evidence put forward by the claimant can be described as “solid evidence of a real risk of dissipation”. Some of the evidence is more fragmentary or circumstantial, even though it may still have some probatory force. But, certainly, I consider that the evidence of(i) transfers of funds out of the first respondent’s accounts, despite the claimant’s stipulation, in order to avoid the effects of legal process,(ii) the circulation of and reliance on the CIL liability email by the third respondent,(iii) the denial by the third respondent of knowledge of agreements which he had himself signed,(iv) the closure of the only bank account of the first respondent of which the claimant had visibility (despite promises to provide such visibility), and(v) the payment of £125,000 to the fourth respondent after completion without the claimant’s knowledge, all fall within the required category of “solid evidence of a real risk of dissipation”. As a result, I am satisfied that this requirement is met, even without taking account of the other evidence put forward.

Just and convenient?

[53]The last requirement is that it should be “just and convenient” to continue the injunction. Here the claimant relies on four matters: proportionality, the respondents’ allowances for spending, preservation of what survives, and the claimant’s cross-undertaking in damages. The cap on the injunction is £1.5 million, which reflects the debt claim for £863,000 plus interest and the costs of the proceedings to trial. The claim is a substantial one, and I am satisfied that the injunction is a proportionate response to the evidence presented to the court. Secondly, the respondents’ spending allowances enable the respondents to continue with their daily lives, personal and business, and to fund legal advice in relation to the claims made against them. Subject to those allowances, and the liberty to apply to vary or discharge, it is just to preserve what remains in the respondents’ control pending resolution of the dispute. Fourthly, any loss caused to the respondents by the imposition of the injunction can be compensated, if it should turn out that it should not have been imposed, by the claimant’s (unlimited) cross-undertaking in damages. The evidence is that the claimant has cash or cash-equivalent assets exceeding £1.5 million, as well as other assets.[54]As against that, the respondents in their skeleton argument (it is not referred to in the evidence filed) rely on delay by the claimant in bringing these proceedings. The claim was first put forward on 26 February 2026. The sale was completed on 8 April 2026. But the application was not issued until 26 May 2026 and the freezing injunction was not obtained until 5 June 2026. It is said that the delay “materially undermines the case for a real and continuing risk” of dissipation. HHJ Jarman KC apparently made this very point on 5 June 2026, in asking whether, if the respondents were minded to dissipate, they would not already have done so. The claimant responds by saying that, after he notified the respondents of his claim in February, continued to press for a response until the completion took place, after which he “properly took the time to investigate, instruct forensic accountants, and prepare a fully and frankly disclosed application against the respondents including third parties, issued on 26 May”. I can see that this was a complex case, and that there was a risk that a premature application that was not properly prepared might both have failed and also prompted the respondents to cause more elaborate dissipation to take place. Any dissipation so far might well have taken the form simply of transferring assets to trusted associates to hold in the meantime. On the whole, I do not think that any delay in this case should cause me to refuse to grant relief which otherwise would be justified.[55]For the reasons given above, I am satisfied that it is indeed just and convenient to continue this injunction.

Conclusion

[56]I will continue the injunction in the terms in which it was continued by HHJ Hodge KC on 29 June 2026, until trial or further order. I should be grateful to receive an agreed minute of order to give effect to this judgment.