‘12. The Part 20 Trial shall only be re-listed to be heard in the event that the Part 20 Claimants: (a) Pay the Payment on Account: (i) Within 7 days of the date of agreement between the Parties in respect of the sum payable in relation the Payment on Account; or, (ii) In the absence of such agreement and in the event that the sum payable in respect of the same is subject to assessment by the Court, by the date ordered by the Court; and, (b) Review and provide disclosure of the Outstanding Documents by7 January 2026 (together, the “Part 20 Conditions”). 13. In the event that the Part 20 Claimants comply with all of the Part 20 Conditions as set out in paragraph 12 above: (a) Within 7 days of the date of such compliance, the Parties are to attend on the Commercial Court Listing Office to fix the date for the Part 20 Trial, which shall be listed on a date not before 4 months from the date of such compliance; and, (b) The estimated length of the Part 20 Trial is 7 days. This includes 1 day of pre-trial reading time. 14. In the event that the Part 20 Claimants fail to comply with any of the Part 20 Conditions as referred to in paragraph 12 above: (a) The Part 20 Claim shall be automatically stayed, without further order; and, (b) The Part 20 Defendants shall have liberty to apply for an order striking out the Part 20 Claim. 15. For the avoidance of doubt, paragraphs 8 to 14 above apply, equally, to FL Hoes.’
‘[91] CVS’s claim is in fraudulent misrepresentation and/or the tort of deceit. CVS’s case is that, prior to the conclusion of the Three Agreements, Mr Bonnier (acting on behalf of Aaqua) made three representations to CVS (together, the “Representations”), each of which was false: (1) That Mr Bonnier was in the course of ongoing discussions with Apple and LVMH about their investing in Aaqua, and that he honestly and reasonably believed that those companies would invest in Aaqua (the “Honest Belief in Investment Representation”). (2) That there existed binding conditions precedent between Aaqua and Apple/LVMH which, once satisfied, would lead to those companies becoming unconditionally obliged to invest in Aaqua (the “Conditions Precedent Representation”). (3) That negotiations with Apple and LVMH were at an advanced stage, and Apple and LVMH had commented on draft contractual documents during those negotiations (the “Negotiations Representation”). [92] It is CVS’s case that the Defendants knew that the Representations were false, that the Defendants intended the Representations to induce CVS to enter the Three Agreements and that CVS did in fact rely on the Representations. Finally, CVS says say that this reliance caused loss resulting from the exchange of the valuable Audioboom Shares for what it describes in its pleadings as “worthless (or worth considerably less than the€7.5 million that they effectively cost CVS)” Aaqua shares. … [121] I am satisfied not only that the Representations were false, but also that Mr Bonnier knew them to be false. I reach this conclusion not least because of Mr Bonnier’s admission, during the trial, that Apple had had no hand at all in the drafting of the Draft Framework Agreement, that Apple had not been involved in any negotiations in relation to it and that there would be no trace of a documentary record of any dealings with Apple even in the 6,000 unreviewed documents that Mr Bonnier says he disclosed to CVS on29 August 2025 , but which CVS says it has been unable to access. … [125] I accept that the Defendants made the Representations, knowing them to be false, in order to induce CVS to enter into the Three Agreements. Mr Bonnier’s intention in light of Aaqua’s financing [126] Furthermore, CVS presented evidence that Aaqua was essentially financed by the sale of Audioboom shares, with no other significant sources or revenue or income. CVS relied on Mr Bonnier’s admission in his witness statement that: “with regard to Aaqua’s liquid assets, the primary source of Aaqua’s liquid assets were the shares it held in Audioboom which it had originally purchased on the open market and was then able to sell from time to time during the course of late 2021 and 2022 to meet operational needs.” [127] Mr Foy gave evidence that he: “quickly came to learn that Aaqua was basically financed by the sale of the Audioboom shares. It had no other revenue or other form of income”. [128] Mr Foy also said that: “Mr Bonnier and the Aaqua CFO Dennis Van Cotthem both told [him] that to fund the business it was necessary to sell Audioboom shares […] at least once a month.” [129] In his expert report for CVS, Mr Jonathan Ellis said “I understand that Audioboom was the main source of liquidity for Aaqua”, in addition to transactions with Mr and/or Mrs Bonnier, which were recorded as debt and a facility from JSI up to$30,000,000 , of which Aaquaverse drew down at least$4,153,244 since July 2022. [130] CVS also presented evidence that Mr Bonnier was involved in spreading rumours about an Audioboom takeover, in order to push up the share price and thus maximise the income that Aaqua could make by selling shares: (1) In October 2021, Mr Bonnier mentioned to Mr Smith that Spotify was interested in acquiring Audioboom and that he thought it would bid£19.20 per share – a significant premium compared to the market price – by the end of the month. Mr Bonnier told Mr Smith and Mr Candy that he was in advanced talks with Spotify in relation to the bid and in personal contact with Mr Daniel Ek (Spotify’s Co-founder and Chief Executive Officer). (2) Towards the end of 2021, news of Spotify’s alleged interest in Audioboom became public and Audioboom’s share price rose sharply. Mr Foy gave evidence that “This was a cause for celebration for the Bonniers. Mr and Mrs Bonnier treated the core team to an extravagant dinner at La Reserve in Paris.” Also, that “All members of staff were asked to sign an agreement forbidding the dealing in certain shares without prior authorisation from the EMT. This included Audioboom.” (3) In or around February 2022, Mr Bonnier informed Mr Smith that Spotify’s interest had cooled, but that he was now in talks with Vivendi (a French investment firm) about purchasing Audioboom at a significant premium. (4) In early 2022, Vivendi’s supposed interest in Audioboom became public, leading to another share price increase. Around the same time (February 2022), there were media reports that Amazon was also interested in acquiring Audioboom. (5) No formal bid for Audioboom was ever made by any of the supposedly interested parties. Mr Smith gave evidence that in hindsight he believes they were “deliberate ruses” to distract CVS from the Apple/LVMH investment. (6) Mr Candy said: “I heard in the first quarter of 2022, via [Mr Smith], that the Audioboom Board felt that the takeover rumours by Spotify and Vivendi had been started by Mr Bonnier himself, to pump the share price in Audioboom.” (7) Mr Foy also gave evidence that Mr Bonnier was “almost obsessive” about the Audioboom share price. (8) CVS also provided evidence that there was significant trading activity between Aaqua and Ms Islam-Bonnier in shares in Audioboom, in which relevant TR-1 forms were not filed. [131] I find that Aaqua was effectively financed by the sale of Audioboom shares, and had no other source of income. [132] Where it is alleged that somebody has told deliberate lies, that case makes more sense if the motivation for lying can be explained. [133] In this case, Aaqua’s lack of liquidity provides a cogent explanation for Mr Bonnier’s lies. He had an urgent need for a source of income. He told his lies in order to induce CVS to invest in Aaqua, by providing Audioboom shares which could then be sold readily. He knew that the involvement of prestigious companies such as Apple and LVMH would add cachet and credibility to Aaqua. Furthermore, he relied on the supposedly advanced stage of the negotiations with Apple and LVMH to hustle CVS into acting swiftly, without proper due diligence. The Aaqua App’s lack of functionality [134] CVS argued that the Aaqua App never reached the proof-of-concept stage of development. [135] Mr Ellis said in his expert report that based on internal accounting management, it is clear that the Aaqua App had not transitioned from the “research” into the “development” stage, as the costs were not capitalised on the balance sheet as an asset (which a company can only do once a number of conditions are satisfied to demonstrate that it has entered the development phase). [136] The research stage is defined in Mr Ellis’ report as when: “an entity cannot demonstrate that an intangible asset exists that will generate probable future economic benefits. Therefore, this expenditure is recognised as an expense when it is incurred.” [137] Mr McQuade said that upon joining Aaqua in January 2022: “I found that the AAQUA app was still in a very basic state…The look and feel of AAQUA’s app was obsolete. In my view, this was a direct result of lack of professional product and design input. Given the historic cash expenditure on product development, I found this astonishing. The app was low quality, did not scale and had very little functionality.” [138] The Aaqua App’s lack of functionality is relevant because it underlines the fact that the Defendants had no realistic way of attracting investment, or of generating income, except by misrepresenting the position to any potential investor. The underlying technological assets could not be monetised, and this was unlikely to change in the foreseeable future. … [144] As set out above, the Debarring Order prevented the Defendants from advancing a factual case or evidence beyond making submissions on the law and/or the evidence adduced by CVS. [145] Mr Bonnier provided written opening submissions and closing submissions, which I read and considered. I summarise his main points on the law and in response to CVS’s evidence below. It is worth noting that much of the contents of Mr Bonnier’s written submissions, and much of what he said orally during the trial, was an attempt to give evidence, which I disregarded. This included comments as to the findings made in the course of previous litigation involving Mr Candy, which I did not find relevant to or useful in determining the issues before me. … Intention [156] Mr Bonnier argued that the various provisions relied on by the Defendants showed that CVS did not rely on what he characterised as “informal sales pitches”. CVS conducted its own analysis and drew its own conclusions. [157] However, there is no convincing explanation for Mr Bonnier’s telling deliberate lies, as I have found he did, except to induce CVS to invest. Returning to Rex Goose v Wilson Sandford & Co. (A Firm)[2000] EWCA Civ 73 , per Morritt LJ at [47]: “There is obvious sense in such a presumption for if the representor did not intend the representee to act on the faith of his statement why did he lie?” [158] The only explanation for Mr Bonnier lying so repeatedly and determinedly was in order to secure CVS’s investment. None of the provisions relied on by the Defendants affects this simple reality. As I have already found, if Mr Bonnier had not made the Representations, CVS would not have invested. Summary of findings on liability [159] It is clear from the documents, and was confirmed by the evidence of CVS’s witnesses, that Mr Bonnier made the Representations prior to CVS entering into the Three Agreements. [160] During the trial, Mr Bonnier confirmed that he was not involved in active negotiations with either Apple or LVMH representatives concerning imminent investment in Aaqua. Thus, I am satisfied that the Representations were false, and he knew them to be false when he made them. [161] I am satisfied that Mr Bonnier intended CVS to rely on his representation for the reasons set out above. [162] I am also satisfied that the Representations in fact induced CVS to enter into the Three Agreements, and then to invest in Aaqua.’
‘Your determination to avoid engaging with these obvious and grave failures is damning. Your assertion that it is our clients’ conduct which is an abuse of process (and not your own) is wrong-headed and perverse. The Part 20 Claim must plainly be thrown out. Our clients have given the Part 20 Claimants the opportunity to consent to this course so that further significant resources are not wasted. You failed to take the opportunity. We will of course direct the Court to this correspondence in the matter of costs and seek an order that they be assessed on the indemnity basis.’
‘(a) The Part 20 Claim be dismissed and summary judgment be entered in favour of the Claimant / Part 20 Defendants underCPR 24 (3)(a)-(b) because … the Claimant / Part 20 Defendants believe that the Part 20 Claim has no real prospects of succeeding and know of no compelling reason why it should be disposed of at a trial. Further or in the alternative b) The Part 20 Claim be struck out in its entirety underCPR 3.4 (2)(a)-(c) because, … , (i) it discloses no reasonable grounds for bringing the claim; (ii) it is an abuse of the court’s process / likely to obstruct the just disposal of the proceedings; and (iii) there have been multiple failures to comply with court orders; and c) Judgment be entered in favour of the Claimant / Part 20 Defendants. Further or in the alternative d) The Part 20 Claim be struck out in its entirety or summary judgment be entered in favour of the Claimant / Part 20 Defendants on the Court’s own initiative in accordance withCPR 3.1 andCPR 3.3 and / or under the Court’s inherent jurisdiction in accordance withCPR 3.4 (5).’
“3.4 (1) In this rule and rule 3.5, reference to a statement of case includes reference to part of a statement of case. (2) The court may strike out a statement of case if it appears to the court – (a) that the statement of case discloses no reasonable grounds for bringing or defending the claim; (b) that the statement of case is an abuse of the court’s process or is otherwise likely to obstruct the just disposal of the proceedings; (c) that there has been a failure to comply with a rule, practice direction or court order; or….” “24.3 The court may give summary judgment against a claimant or defendant on the whole of a claim or on an issue if— (a) it considers that the party has no real prospect of succeeding on the claim, defence or issue; and (b) there is no other compelling reason why the case or issue should be disposed of at a trial…”
‘Impecuniosity alone is not an adequate reason to breach court orders that require a litigant to pay adverse costs orders made against them…’