Tripwire South LLC v Astor International Ltd & Ors [2025] EWHC 3137 (KB)

[2025] EWHC 3137 (KB)Case No KB-2025-003647
IN THE HIGH COURT OF JUSTICE
KING'S BENCH DIVISION
Venue Royal Courts of Justice, Strand, London, WC2A 2LLDate 27/11/2025
Before
MR JUSTICE COTTER
Between
Tripwire South LLCClaimant(1) Astor International Ltd,Defendant(2) Astor Defence, (3) Henry TurnbullDefendant
Richard Power, Counsel (instructed by Greenwoods Legal Services Limited) for ClaimantRuth den Besten KC (instructed by Stewarts LLP) for DefendantsHearing Hearing dates: 12th November 2025
Approved JudgmentThis judgment was handed down remotely at 14.00 on 27 th November 2025 by circulation to the parties or their representatives by e-mail and by release to the National Archives..............................MR JUSTICE COTTER
[1]This judgment follows the return-date hearing in respect of a freezing order made following an ex-parte hearing on 9th October 2025 by Mr Justice Constable. The matters covered by the Judgment are(a) The application made by the Claimant to continue the Freezing Order made on 13 October 2025 (“Continuation Application”)(b) The application made by the Defendants to discharge or set aside the Freezing Order made on 4 November 2025 (“the Discharge Application”)

Facts

[2]The underlying dispute concerns contracts for the supply of the explosive TNT.[3]I turn to the principal protagonists.[4]Within this judgment I shall refer to; a) the Claimant as “Tripwire” b) the First Defendant as “Astor” c) The Second Defendant as “Astor Defence”. d) Global Military Products Inc. as “Global”. e) Vietnamese government backed supplier of TNT to the Defendants as “GAET” f) Ministry of Defence as “the MOD” g) Astor Energetics Limited as “Astor Energetics”.[5]Tripwire was incorporated in April 2021 in Florida. It is now domesticated in Pennsylvania. Mr Morris is the managing director. The company has four areas of expertise, firstly providing training in relation to the use of explosives. Secondly providing consulting and technical advisory services in relation to the testing and certification of explosives. Thirdly, the sale and brokerage of the supply of explosives and the constituent materials with associated distribution and logistics within the USA and worldwide. Fourthly the manufacture and supply of explosive compounds.[6]Astor is a company registered in the UK (its registered address being in Southampton). Companies House records revealed that the directors for the material times for the purposes of this claim where Stephen Gauntlett (he resigned on the 9th of May 2025), Mr Turnbull and Lyn Turnbull (Mr Turnbull’s mother).[7]Astor Defence is also a company registered in the UK, its directors again being Mr Gauntlett until his resignation in May 2025, Mr Turnbull and Lynne Turnbull.[8]It is the Claimant’s case that Mr Turnbull is the controlling mind of both companies with a 75% shareholding in Astor. Mr Patrick O'Shaughnessy was the director of operations and programmes of Astor Defence.[9]Global is a leadings munitions company, registered in Florida, carrying out the business of sourcing importing and exporting munitions, weapons systems and other defence items to and from the USA. Mr Morales is the founder of the company and its controlling mind.[10]There are two contracts in respect of which Tripwire has now brought a claim (and undertook to bring a claim before Constable J at the time he made the freezing order); one concerning supply of explosives to Global and one concerning supply to MOD. I shall deal with them in turn.

Global

[11]In April 2023 Mr O'Shaughnessy approached Mr Morris to discuss a potential opportunity for Tripwire concerning the sale of explosives to a client in Ukraine. This was through another company called Operational Supply Services International Limited (OSS). Mr O'Shaughnessy introduced Mr Morris to Mr Turnbull as the lead representative of Astor, a munitions supply company with close connections to OSS. The relationship between Mr Morris and Mr Turnbull developed and together with Mr O'Shaughnessy and a Mr Higgins they agreed that they would work together to develop new business. Mr Turnbull indicated that Astor had connections in Vietnam for the supply of raw materials, but did not have the expertise or necessary licences to export the TNT to the USA. Tripwire could utilise its position in the US to enable import/export and regulatory compliance. As Mr Morris has stated when working together Tripwire and Astor “had all elements of the supply chain covered”.[12]As Mr Morris stated with his first Affidavit an agreement was reached between the four men (Morris, Turnbull, O’Shaughnessy and Higgins); “Our understanding was simple enough. Each of the four partners would share equally in any profit under the contracts which we all worked on. It was very much a relationship built on trust: there were no formal documents or written memoranda. We thought that we all got on, and all understood the mutual benefit from working together. This was reflected in payments that were made. For example on completing the Global contract, approximately $700,000 was paid to each of the four partners. Things changed when following a meeting on Marc Morales yacht in October 2024, Henry Turnbull fell out with Conan (Mr Higgins) and forced his removal from our arrangement. The arrangement continued from that point onwards all be it with just the three others involved. Subsequent contracts between Tripwire and Astor were all entered into on the above understanding.”[13]Mr Morris has explained that in around August/September 2024, Mr Turnbull approached him as he had an established supplier in the Vietnamese munitions industry (GAET) and said that there was an opportunity for Tripwire to assist in the onward sale of TNT which was produced by GAET. He needed Tripwire’s assistance to act as the licenced entity for the transport of the TNT into the USA, to test and validate a sample and to act as a broker to secure buyers for the product in the USA and elsewhere. Mr Morris stated that a commercial understanding was reached that Tripwire would broker the sale of the TNT by using its contacts to find buyers for the product. Importantly for the purpose of the claim before this Court, Mr Morris stated (in his first affidavit). “45. The volumes of TNT which Astor informed us could be supplied were significant: hundreds of thousands of tonnes. This meant the Tripwire needed to source a buyer in short order as it did not want to be potentially out of pocket by agreeing to a contract with Astor for which it did not have an end buyer.” And as regards the representation made (which is now said to have been fraudulent); 46. The arrangement was simple enough. It was well understood between Patrick (Mr O'Shaughnessy), Henry (Mr Turnbull) on myself and discussed between us that the deposit money received from Global would be remitted to ask to Astor to be used to pay the Vietnamese supplier for the TNT to be supplied to Global.[14]A sample of the Vietnamese TNT was provided by Astor to Tripwire and tested.[15]On 12th September 2024 Tripwire entered into an agreement with Global for the supply of TNT at a unit price of $13.50 per kg. Global was required to pay Tripwire a 15% deposit in relation to the first increment (a deposit of $12,500,000). The total cost of the goods purchased was to be $486 million. Late payment penalties were included in the agreement. The agreement was also specified to be subject to the laws of Florida and there was also a jurisdiction clause that any dispute must be resolved in Florida.[16]Tripwire then entered into a back to back contract with Astor. Mr Morris stated “54. We agreed with Astor International Limited that it would issue a purchase order to Tripwire replicating the Global purchase order, but with a unit price of USD ll per kilogramme (the lower sum to reflect Tripwire's margin). The total contract price was USD 378,000,000. The difference of USD 108,000,000 reflected the expected profit on the transaction, assuming Global took up its full entitlement under the contract.55. Astor told us they required a contractual deposit amount of USD9,450,000 to instruct the Vietnamese supplier to begin supply. This reflected 15% of the total contract price between Astor and Tripwire. Tripwire therefore made a payment in 2 instalments (USD1,575,000 on 20 September 2024 and USD7,875,000 on 3 October 2024) making up that sum.56. We then awaited confirmation by Astor that it had passed those funds on to the Vietnamese supplier and instructed them to deliver the first shipment to Global (and confirmation from Global that it had been received). Shipment was scheduled to take place in November 2024.57. In the meantime, Tripwire Issued a press release announcing the transaction, reflecting its importance to us.”[17]It is Tripwire’s case that the deposit of $9.45 million was paid to Astor on 20th September 2024 by virtue of/in reliance upon the representation referred to at paragraph 13 above.[18]Unbeknown to Mr Morris a meeting then took place in October between Mr Morales and Mr Turnbull on Mr Morales yacht. It has subsequently been revealed within the evidence subsequent to the grant of the freezing order that the purpose of the meeting was to explore the sale of Astor to Mr Morales.[19]The first that Mr Morris said that he knew of the meeting was on 29th October 2024 when Mr Turnbull told him that:
“61. ...Henry said that, prior to the meeting on his boat in Tampa, Florida, Marc Morales had demanded that Astor provide a price breakdown of Astor's own costs to supply the Vietnamese TNT, which he did. Then whilst on the boat, Marc told Henry to tell Tripwire to reduce the purchase price to USD11 per unit, alleging that the price that Astor had quoted included provision for bribes to Vietnamese officials. Henry said that Marc had told him that if he didn't agree, he would report Astor to the authorities for breaches of US and UK anti-bribery laws. 62. I was stunned. This all seemed very sordid to me. I was concerned about the allegations and how this might impact Tripwire. I was assured by Patrick that these allegations were baseless.”
[20]Mr Morris continued:
“66. Without any discussion with Tripwire, on 30 October 2024, Global issued Tripwire an amended purchase order {Purchase Order GM24-0205 (Amendment 001)). This reduced the price per kilogramme that Tripwire would receive under the order from USD13.50 to USD11, and therefore the total purchase price from USD486,000,000 to USD440,000,000. This was in accordance with the discussions described to me by Henry, and mostly wiped out the margin that Tripwire had hoped to make. 67. This was obviously very unwelcome, but Tripwire was in a very difficult position. We had a contract for the supply, via Astor, of a very large amount of product, and would have no end buyer if we fell out with Global. And we felt like we were on the back foot because this had all been agreed in a meeting which Tripwire had not been a party to, which raised allegations that could seriously damage our reputation. For many months after this, I was in discussions with Henry and Patrick about trying to find another buyer for the TNT, because the agreement that Astor had reached with Global had meant that we were barely breaking even on the contract. Post-cost reduction issues 68. It seemed that the amended arrangements with Global had been agreed by Henry without Patrick's approval. On 30 October 2024, Patrick messaged me to say"/ think henry has blocked me'' and described the deal as "This is a fucking disaster': "a total ambush". 69. In the meantime, Tripwire was receiving no word from either Astor or Global about the contract. Global refused to discuss matters with me. 70. The first shipment was due in November. I was beginning to be concerned that Tripwire was being cut out of relevant discussions about delivery, just as it had been in the discussions on the boat. It was around this time that the first shipment was due. It worried me that no shipping of the product seemed to have been confirmed by either Astor or Global, despite the payment by Tripwire to Astor of over USD 9m. 71. On 20 November 2024, I raised the position in a message to Henry and Patrick, saying: “Global should not be going direct to Astor on anything. The contract flows from Global to Tripwire to Astor. This is insane that Tripwire is the contract holder and is on the sidelines.”
Henry responded on the same day to say that he was “not arguing that at all”, to which I responded:
“Also, we can also nail them with Tripwire was made aware of what transpired on the boat. Global used what they perceived as damaging info to manipulate a deal and coerce a PO change. Once again, with Tripwire outside the fold. That same information can be used to damage them now because they closed a deal by issuing a new PO with that information [in] hand.” 72. Following the meeting on the yacht, communication between Global and Tripwire reduced to merely administrative matters. Tripwire was no longer involved in the contractual engagement or any of the principal-to-principal conversations. From that point on, Global simply did not interact with Tripwire in any meaningful way. I did not realise at this time that Henry was very probably being duplicitous in pretending that Tripwire's exclusion was all of Global's making. In fact, as it has now become clear, and as I describe below, it seems very likely that the two parties may well have been colluding to avoid paying Tripwire.”

Post-cost reduction issues

[21]In February 2025 Global started chasing Tripwire for delivery.[22]On 28th February 2025 Mr Turnbull told Mr Morris that the first 500 tons of TNT was ready for shipment.[23]On 19th May 2025 Global informed Tripwire that it was liable for late delivery payments pursuant to the contract.[24]In April 2025 Mr Morris stated that Mr Turnbull told him that Astor and Global had been in discussions to resolve matters (Mr Morris summarised his understanding in an e-mail to Mr Turnbull).[25]On 6th June 2025 Global terminated the contract with Tripwire giving the reason as the failure of Tripwire to deliver the TNT. “87. …This letter also set out that Tripwire owed USD 7,480,000 in late delivery fines and was required to refund the deposit paid by Global of USD 12,150,000 along with USD 875,222.83 which Global claimed to be wasted costs of chartering a vessel for an abortive attempt to collect the product.”[26]Mr Morris stated that Mr Turnbull then reassured him that Tripwire would not face a claim. However on 19th June 2025 legal proceedings were threatened by Global’s lawyers. Various discussion then took place but on 1st October 2025 Global confirmed that it still held Tripwire liable for the failure of Astor to supply the TNT.[27]Mr Morris summed the position up as regards the Global contract (in his first Affidavit which was before Constable J) as follows; “97. Tripwire is now in an invidious position, it is out of pocket for the sums it has paid to Astor and has no way of knowing if these funds have been passed on to the Vietnamese manufacturer. It has been cut out of all information about shipping, with Global and Astor it seems now conducting business directly. I have no idea if, as alleged by Astor repeatedly, the first shipment of TNT to Global has taken place. I suspect that it has not, given the 1 October 2025 email from Global's lawyers. Tripwire is now under imminent threat of litigation by Global as a result of Astor's failure to ship the order. 98. It is also deeply concerning to Tripwire that Astor has, it seems, subsequently sold part of its business to Global as part of some kind of secret wider accommodation between them. It leads me to believe that some kind of arrangement is in place between Astor and Global under which Astor is relieved of its contractual liabilities, but Tripwire remains legally "on the hook" to Global for the delivery of the order. The joining of Global is something which my attorneys in the USA, and my solicitors here, will be instructed to investigate as part of Tripwire's claims against Astor.” And “If so, there is no rational explanation, beyond a concerted effort to damage Tripwire which has been agreed between Astor and Global, as to why Global would actively continue to work with Astor, whom it must know has failed to supply Global with TNT, whilst at the same time pursuing Tripwire for breach of contract.”[28]Since the hearing before Constable J Global has issued proceedings against Tripwire.[29]In his first affidavit Mr Morris set out that it appeared that Astor and Global are now in partnership, or some other form of commercial relationship, in relation to 155mmm artillery munitions. His suspicion that some element of the Defendant group of companies had been sold to Global has been confirmed. (24% of Astor has been purchased by Mr Morales).[30]Tripwire’s case against Astor and/or Mr Turnbull in respect of deceit was distilled by Mr Power within his skeleton argument as follows:
“7. …Mr Turnbull represented that in order for Astor to fulfil its contract with Tripwire it would be necessary for Tripwire to pay $9.45m so that this sum could be paid to Astor’s Vietnamese supplier, and that Astor would use the sum for that purpose (the “Deposit Representation”) - Morris, paras 46, 55 and 56. Tripwire did so. 8. But for those representations, Tripwire would not have entered into the contracts and would not have advanced the sum of $9.45m to Astor. 9. No goods were ever delivered under the contract between Tripwire and Astor. Accordingly, it appears that the $9.45 million has been misappropriated and not used for the purpose of paying Astor’s Vietnamese suppliers. Given that Mr Turnbull, as the controlling mind of Astor, was able to control how those monies were used and given (as set out below) the false statements that have been by Mr Turnbull, it is to be inferred (at least arguably) that Mr Turnbull made the Deposit Representation knowing it to be false and in order to procure the funds for his own purposes. 10. The result of Mr Turnbull’s deceit in relation to the Global deal is that Tripwire has lost some US $9.45 million. Whilst Tripwire received around US $13 million from Global, from which the $9.45 million deposit was paid, Global is seeking repayment of that $13 million from Tripwire.”
[31]Given the arguments before me I pause to observe that in response to these allegations Mr Turnbull has stated (in his third statement dated 4th November) that:
“14. The terms of the TW/Astor Contract do not specify that Astor was required to use the advance payment for any particular purpose and I believe and understand it was a matter for Astor as to how it applied the funds that it received in the course of its business. These funds went into the company account and formed part of the general cashflow. I recall that some of the funds were used for general company expenses, investment in a factory in Florida and also to fund part of the deposit payment to the Vietnamese supplier. At any one time Astor could be owed as much as $25 million from counterparties and so money is coming in and going out to meet business expenses all the time and it is down to me to manage cashflow.”
Mr Turnbull has therefore confirmed that part of the deposit was used for purposes other than the deposit and that only part has been used to fund a deposit with GAET. This would conflict with Ms den Besten statement that; “the deposit due to Astor’s Vietnamese supplier (including the amount of $9.45m) was paid in June 2025”in so far as it was suggested that the money was somehow ringfenced or sitting in an account. Indeed Mr Turnbull only referred to his subsequent payment of the deposit containing monies “equivalent to the $9.4milion” and to the fact that the total deposit needed by Astor was $33 million. He stated that additional finance was raised “in or about June 2025 by selling 24% of Astor to Mr Morales”. The obvious question given the limit of available information is whether this deposit was paid after (or in light of the fact that) Global (Mr Morales) had terminated the agreement with Tripwire and given new/replacement contractual relationships.[32]As regards the supply of TNT from Vietnam Mr Turnbull stated in his third statement that “I can confirm that TNT is now being shipped out of Vietnam by Astor”. Again (and as I indicated during submissions) this raises an obvious question; in respect of which contract i.e. who is it going to be supplied to? This was not clarified during the hearing (itself of significance). If the supply is to Global then it provides significant further support for Tripwire’s case that it has indeed been “cut out” by an agreement made between Mr Morales and Mr Turnbull. In any event the supply is not in respect of any subsisting contract concerning Tripwire as Tripwire is being sued by Global for the return of the deposit as a result of Astor’s delays in supplying the TNT for onward supply to Global.[33]So Tripwire is in the position where it has paid $9.4 million to Astor, only some of which was used by Astor/Mr Turnbull to fund a deposit for the supply of TNT (and only then in June 2025 and for some other purpose than fulfilling the contract with Tripwire) , there was no supply within the contractual time limits and the purchaser has terminated the contract and is suing for the return of the monies it has paid ( which has been used by Astor/Mr Turnbull).[34]Given the matters set out above the Claimant’s case before Mr Justice Constable was relatively straightforward as regards the unlawful means conspiracy. As Mr Power’s skeleton for that hearing stated:
“17. It follows, at least arguably, that Mr Turnbull and Astor International Limited have tortiously interfered with Tripwire’s contract with Global so as to procure its amendment and then termination, for the benefit of Astor and Mr Turnbull’s relationship with Global. 18. Alternatively, it is arguable that Global, Mr Turnbull and Astor International conspired to avoid Global’s obligations to Tripwire, and Astor’s obligations to Tripwire, and to exclude Tripwire from their business dealings, using the following unlawful means: (a) breach of contract; (b) tortious interference with Tripwire’s contract with Global; and (c) misrepresentation.”
[35]As Mr

Justice Constable stated:

“...the Tortious interference case relates to the fact that Global and Astor have joined forces and cut Tripwire out of the business. That is set out in Mr Morris’ affidavit.”
[36]In around March 2025 the MOD wished to enter into a contract with Tripwire for the purchase of explosives. However it was necessary for the supply to take place through a UK company. Tripwire had an existing relationship with a UK company Fitzroy and could have continued to use this company. Mr Morris said that he discussed the matter with Mr O’Shaughnessy and Mr Turnbull who stated that Astor had previously contracted with the MOD and could be an intermediary. Mr Morris then recommended Astor to act as an intermediary.[37]Mr Morris stated in his first Affidavit:
“119. It was understood and discussed between Patrick, Henry and myself that Astor was going to be the intermediary under this arrangement, so that Astor would forward on to Tripwire the funds received from MOD as soon as they were received, in order to fund the procurement/production of the products by Tripwire.”
[38]In April 2025, the Ministry concluded a contract for the supply by Astor Defence of explosives for £4,862,180.[39]On 24 June 2025, Astor placed a corresponding purchase order with Tripwire for product valued at $4,809,700.[40]It is Tripwire’s case that Mr Morris was told by Mr Turnbull and Mr O’Shaughnessy over a period of months that Astor had not been paid by the MOD; so there was no payment to forward.[41]It is accepted by Mr Turnbull that he lied. Payment had been made in full by the MOD in March 2025. An example of his lies is a message on 21st August; “I’m simply stating we’ve not been paid”.[42]Mr Morris discovered the true state of affairs on 17th of September 2025 when he was informed by Mr Searle of the MOD that payment had been made to Astor in March 2025; this was described at the hearing before Constable J as “a smoking gun”; meaning unequivocal proof of deliberate dishonesty to conceal retention of a substantial payment.[43]When the lie was discovered Mr Turnbull’s response is of importance as much for what it did not say as what it did say. He stated in an e-mail of 19th September 2025 that; “…yes whilst Astor did receive funds in March this is Astors money. The mod contract is with Astor and what I do with those funds is my and Patrick’s choice. Managing cashflow is business, what I prioritise to do with Astors money is up to me. At the time we had no choice other that to pay it to Vietnam as we needed 33 million dollars. Whilst I fully accept Ryan should have been told and for that I do accept we were wrong and I sincerely apologise, however myself and Pat both thought we would have been paid by other customers and would replace those funds. But again that is business and managing our cashflow. Tripwire is a supplier just like any of my other suppliers and I fully accept payment is late. But that’s not illegal or fraudulent in any way, again the Mod funds were not Tripwire’s, the contract is with Astor and I have every right legally to do whatever I want with my companies money. Anyway I confirm Tripwire will be paid as soon as I’m paid by some of my other customers which I’m very sure will be next week. Regarding the TNT funds again as we discussed in person that agreement will be honoured once we are paid by the end users. As you mention the Orica situation does need to be sorted. Tripwire again received funds but didn’t pass them all on to Astor. How is that any different than what I’ve done? Astor has paid 1 million for Oricas TNT and 300 grand on the freight. Yet I’ve only received 440l from Tripwire which was profit split. You have not paid me for the TNT nor the shipping cost. It’s all very well criticising me for trying to manage my cashflow by have you done any different with Orica funds? Your asking me when you will be paid, well when will Astor be paid for the Orica freight or shall I deduct it from the MOD funds?? Look we can argue about this all day long which I really have no interest to do. We are all just trying to run our companies and manage money whilst being friends. As I said I fully accept we should have been honest at the start but we both felt it would be resolved much faster than it was. As I said I will honour all current TNT agreements but then Pat and myself think it’s best Astor and Tripwire don’t enter any new contracts together.”[44]Mr Turnbull has subsequently stated that the reason why he was lying to Mr Morris was concerns as to Tripwire’s solvency. That is plainly not consistent with the e-mail of 19th September in which no mention is made of any such concern. The issue of insolvency was first raised on 29th September 2025. “Due to issues raised by our legal advisers in relation to payment to be made to Tripwire South for the C4e explosives where information has been received suggesting Tripwire is insolvent and its CEO is currently under bankruptcy we require a letter from your legal advisor that this is not the case and Tripwire is trading and the company CEO is not under bankruptcy and safe to receive funds transfer. We fully intend to honour the obligation to finalise this payment for the product on order. This issue has been raised with us due to information in the public domain regarding current legal proceedings which involves Tripwire in the US courts which was raised with us by other parties. Looking forward to receiving your clarifications on this matter and advancing to a agreed solution in due course.”[45]Mr Morris has confirmed that he has the goods to ship.

Orica

[46]Reference was made within Mr Morris’ first affidavit to a contract with Orica. As set out above when challenged Mr Turnbull stated in the e-mail of 19th September; “As you mention the Orica situation does need to be sorted. Tripwire again received funds but didn't pass them all onto Astor. How is that any different than what I have done.” Mr Morris stated that this stunned him as it was completely untrue as Tripwire had paid $1.3 million in February 2025 (which was the sum owed and not just the $440,000 which Mr Turnbull said had been paid). Orica confirmed that 100 tonnes (of the 300 tonnes ordered) had been delivered, terminated the contract for the balance and sought repayment of some of the money paid by way of deposit. Mr Morris “surmises” that Astor then entered into a contract to supply the balance i.e. again “cutting out” Tripwire.[47]By way of explanation Mr Turnbull stated that:
“40. The deal with Orica involved its acquisition of 400 metric tonnes of TNT and an initial 100 metric tonnes was shipped to Orica. At the time I sent the email referred to above Astor had only received payment in respect of the 100 metric tonnes and not the balance. At the time of the email I did not think Astor had received all it was due under that deal. However, a few days later Orica terminated the contract for the remaining 300 metric tonnes and so no further amounts are due to Astor in this deal beyond what has already been paid by Tripwire.”
[48]Ms den Besten KC argued that at its highest Mr Turnbull’s e-mail was due to a misunderstanding and Mr Turnbull has explained how this happened.[49]It is important to note that, save where otherwise expressly stated, the matters set out above were before Constable J when he made the freezing order. As for the evidence in relation to the risk of dissipation at that hearing in his First affidavit Mr Morris referred to history of the claims and set out his allegations of dishonesty. He also referred to(a) The likelihood that Mr Turnbull had diverted substantial assets for his own ends.(b) The “pressing fear “that Mr Turnbull was in the course of relocating out of the jurisdiction; to the UAE.(c) The companies in the Astor group having undergone a change of control.(d) Having been notified of a criminal complaint against Mr Turnbull for misappropriation of monies.[50]In his skeleton argument Mr Power placed substantial reliance upon the dishonesty within the dealings with Tripwire. He argued: “20. The evidence strongly suggests that Mr Turnbull and, through him, Astor and Astor Defence have been willing to act dishonestly in order to dissipate monies that were paid to them for the purpose of acquiring products for supply to Tripwire and third parties, and instead to use them for their own benefit, and to make false representations to the Claimant in order to conceal their wrongdoing. The Claimant will rely on the following matters:a. Astor, which is controlled by Mr Turnbull, has misappropriated US $9.45 million which was paid on the understanding that it would be used to pay Astor’s suppliers so that TNT could be delivered to Global.b. On 19 September 2025, Mr Turnbull e-mailed to suggest that Tripwire had not passed on funds to Astor in relation to a contract with Orica. That was untrue, as Mr Turnbull later admitted (Morris, paras 113 and 114).c. Mr Turnbull suggested over several months that the MOD had not paid Astor Defence. In fact, by an e-mail dated 17 September 2025, the MOD confirmed that it had paid Astor Defence in March 2025;d. Mr Turnbull and Astor excluded Tripwire from negotiations with Global which had the result that Tripwire’s profit margin was almost eradicated and Global subsequently entered into a substantial further deal with Astor alone.e. One of Tripwire’s commercial contacts has made a recent complaint to the US police that Mr Turnbull had purchased 24 supercars, 2 yachts and a mansion from Astor company funds, funds which were intended to be used for down payments. (Morris, para 146). It must follow that, absent an injunction, there is a real risk that Mr Turnbull (and through him Astor International and Astor Defence) will act dishonestly and seek to dissipate assets to make themselves judgment proof. To compound matters, as Mr Morris notes, it appears that Mr Turnbull is in the process of moving to the UAE (Morris, para 144).” a. Astor, which is controlled by Mr Turnbull, has misappropriated US $9.45 million which was paid on the understanding that it would be used to pay Astor’s suppliers so that TNT could be delivered to Global. b. On 19 September 2025, Mr Turnbull e-mailed to suggest that Tripwire had not passed on funds to Astor in relation to a contract with Orica. That was untrue, as Mr Turnbull later admitted (Morris, paras 113 and 114). c. Mr Turnbull suggested over several months that the MOD had not paid Astor Defence. In fact, by an e-mail dated 17 September 2025, the MOD confirmed that it had paid Astor Defence in March 2025; d. Mr Turnbull and Astor excluded Tripwire from negotiations with Global which had the result that Tripwire’s profit margin was almost eradicated and Global subsequently entered into a substantial further deal with Astor alone. e. One of Tripwire’s commercial contacts has made a recent complaint to the US police that Mr Turnbull had purchased 24 supercars, 2 yachts and a mansion from Astor company funds, funds which were intended to be used for down payments. (Morris, para 146).[51]As for “full and frank disclosure” Mr Morris referred within his affidavit which was before Constable J to proceedings brought by the Bizzell Corporation. He stated:
“153. Around 5 months ago, an Israeli company, Bizzell Corporation, issued a lawsuit in Gettysburg against Tripwire for breach of contract. It was initially a bizarre claim, alleging amongst other things that Tripwire was "a front from the CIA'. It has subsequently been amended, following Tripwire's initial response, to form a simple breach of contract claim. The claim is entirely meritless, and Tripwire has filed a counter-suit in relation to Bizzell's breach of contract and the tortious interference of Bizzell's principal in Tripwire's business.”
[52]He also referred to his own bankruptcy following the failure of Tripwire’s predecessor company in 2022.[53]In his skeleton argument Mr Power referred to the following matters; “25. Furthermore, the Defendants may say:a. The representations were not made;b. Astor International and Astor Defence were entitled to use funds paid to them as they saw fit and did not need to apply those funds to any particular purpose;c. Mr Turnbull and Astor did not tortiously interfere with Tripwire’s contract with Global - they were asked to disclose the margin being made by Tripwire and were put under commercial pressure by Global to agree an alternative price;d. This is simply a contractual dispute: the Defendants have not acted dishonestly and therefore a freezing injunction is not warranted. It may be said that the police complaint referred to is merely hearsay and is inaccurate;e. Mr Turnbull at all times acted as an officer of corporate entities and has no personal liability;f. Tripwire is not presently out of pocket since it was paid some $13 million by Global;g. The losses claimed are too speculative and/or unparticularised;h. There has been delay in bringing this application - Tripwire was aware that it had been cut out of negotiations between Astor and Global since October 2024, and was aware that Mr Turnbull had acted dishonestly in relation to statements made in connection with Orica;i. The cross-undertaking in damages is insufficient, the Claimant being based abroad.”

History of the proceedings

[54]I shall now briefly set out the relevant procedural history of the applications. The application notice was dated 8th October 2025.[55]On 9th October Mr Justice Constable made an order without notice granting a domestic freezing injunction and related relief (the “Freezing Order”) up to a value of £25 million.[56]It is the Defendants’ case that, Tripwire breached its undertaking given before Constable J; “As soon as practicable, and in any event within 7 working days…[to] issue and serve a claim form claiming the appropriate relief”. Tripwire failed to comply with its undertaking by Monday 20 October (i.e. within 7 working days of 9 October 2025); the Claim Form was only issued and served on 23 October 2023; I shall return to this issue in due course.[57]On 16 October Astor and Mr Turnbull applied urgently for fortification of the cross-undertaking in damages in the amount of $20m as comprising(i) a fraction of the profits that Astor stands to lose if the GAET Contract is lost, i.e. of $140m on the second of the five contracts it has with GAET alone,(ii) the anticipated increased costs, in light of the Freezing Order, of obtaining finance to meet the deposit payment due under the GAET Contract, and(iii) the $600,000 in late penalties that would fall due in November, if the deposit was not paid by the then deadline of 30 October.[58]Tripwire did not attend the hearing on 17 October, the first hearing of the fortification application but had been notified of the Defendants’ intention to apply for fortification and provided with the evidence and submissions relied on in support in advance.[59]The Fortification Application was initially heard by Mrs Justice McGowan on 17 October 2025 and fortification was granted in the sum of $600,000 (representing the late payment penalties) pending a further hearing on 22 October.

Mrs Justice McGowan reduced the Limit under the order from £25m. to $25m.

[61]When the matter returned before Mr Charles Morrison (sitting as a Deputy Judge of the High Court) on 22 October no further fortification was ordered. This was because the Judge was not satisfied, for the purpose of ordering the provision of fortification (and without being addressed on the question of serious issue to be tried), that the prospective losses otherwise identified by Astor would arise by reason of the Freezing Order, rather than because of Tripwire’s claims per se.He directed that Tripwire explain on affidavit the circumstances in which the breach of undertaking as regards service of the Claim form occurred, for further consideration by the Court at this Return Date. Tripwire was directed to use its best endeavours to provide a transcript forthwith, and in any event by no later than 16.00 on 24 October 2025.[62]Mr Charles Morrison declined the Defendants’ invitation to reduce the scope of asset disclosure to domestic assets only (consistent with the scope of the Freezing Order), but directed that, pending the Return Date, asset disclosure be given into a confidentiality club.[63]The order was further varied by the order of Edmund Burge KC, sitting as a Deputy High Court Judge, on 29 October 2025.[64]The Freezing Order froze each of the Defendant’s assets in England and Wales up to the Limit of £25m. (i.e. without apportionment of loss to each Defendant) but required asset disclosure to be given in respect of all of the Defendant’s assets worldwide exceeding the value of £5,000. The minimum threshold was subsequently varied by the parties’ agreement to £50,000.[65]Worldwide asset disclosure was accordingly given by the Respondents into the confidentiality club on 24 October as at(i) 10 October and(ii) 24 October (i.e. to address Tripwire’s concerns that where asset disclosure had been stood over pending the provision of fortification and the adjourned hearing on 22 October, dissipation may have occurred). Without breaching confidentiality, the level of assets disclosed exceeds the Limit, and Astor Defence’s asset disclosure confirms its non-trading status.[66]The claim form was issued on 22nd October 2025 with Particulars of Claim served on 6th November 2025. There is(a) a claim in deceit; false (alternatively negligent) representations in relation to the deposit monies paid in respect of the Global contract against the three Defendants. It is claimed that the monies have been misappropriated;(b) a claim in deceit in respect of the MOD contract; false (alternatively negligent) representations.(c) a claim for tortious interference and/or an unlawful means conspiracy (conspiracy to avoid Global's obligations to the Tripwire and/or the Defendants’ obligations to Tripwire and to exclude Tripwire from business dealings by breach of contract and misrepresentation;(d) a claim for unjust enrichment and(e) a claim for breach of contract because Astor failed to supply the TNT the subject of the Global contract, in respect of the MD contract and also in respect of the Orica Contract.

Evidence for this hearing

[67]On behalf of the Claimant Mr Morris has now served five affidavits. The first affidavit was dated 7th October 2025 (accompanying the application for an injunction), the second dated 18th October (it mainly concerned Tripwire’s financial position), the third is dated 21st October 2025, the fourth 7th November 2025 and the fifth 10th November 2025.[68]On behalf of the Defendants Mr Turnbull has served four witness statements dated 16th October, 4th November and 10th November. Two statements have been served from Laura Jenkins, a solicitor, dated 4th November and 10th November.[69]Mr Power submitted that it was of significance that the Defendants had served only short factual witness statements from Mr Turnbull which, he suggested consisted of “a series of bald assertions” and that “remarkably, he has exhibited only a single document to his principal responsive statement (and just some Land Registry printouts to his reply statement)”.

Issues

[70]Tripwire seeks continuation of the freezing order relying on the same evidence which justified the making of the order, and also the updated position including what is said to have been significant disclosure by Mr Turnbull of facts that strengthen the causes of action and also the fact that the anticipated proceedings in Florida have been brought by Global.[71]The Defendants seek discharge of the order on the following grounds (as considered when the Freezing order was made; and also, if necessary, as considered as at the time of this hearing);(a) No serious issues to be tried.(b) No risk of dissipation.(c) Not just and convenient for the order to have been made or continued.(d) Claimant did not give full and frank disclosure.[72]Before turning to the arguments raised by the parties it is necessary to briefly set out the relevant legal principles. It is not necessary to engage in detailed review of the 23 authorities contained in the joint authorities bundle.[73]The jurisdiction to make a freezing order derives from the discretionary power provided under section 37 (1) of the Senior Courts Act 1981 and now set out at CPR 25.1 (1) (f). The essential principles concerning the grounds for the making, and discharging, of such an order (for interim preservation of assets and property) were not in dispute between the parties and need no exegesis from me. Orders are necessary to be able to deal with new situations and new ways used by sophisticated and wily operators to make themselves immune to the courts' orders or deliberately to thwart the effective enforcement of those orders ( see Derby & Co Ltd v Weldon (Nos 3 & 4) [1990] 1 Ch 65 at 76 and 77 (per Lord Donaldson MR); TSB Private Bank SA v Chabra [1992] 1 WLR 231 at 241D ( per Mummery J): JSC BTA Bank v Mukhtar Ablyazov [2013] EWCA Civ 928).[74]It is, however, necessary to emphasise the drastic nature of an order ; described by Donaldson LJ in Bank Mellat -v-Nikpour [1985] F.S.R. 97 at 92 as “one of the law’s two nuclear weapons” and that, as has been repeated stated by Judges since 1975, the jurisdiction to make and freezing order should be exercised with great circumspection given the draconian effect on the commercial and economic freedoms of individuals/companies against whom no substantive judgment has yet been granted.[75]Although not a hard set principleMs den Besten argued that given its draconian nature a freezing order should rarely made in “straightforward” breach of contract claims.[76]Mr Power did not demur, rather he submitted that, although a breach of contract claim is included with the pleaded case, it is not the primary cause of action advanced; rather the action is concerned with deceit; fraudulent misrepresentation and an unlawful means conspiracy.[77]I now turn to the specific issues to be addressed.[78]Mr Power submitted that it was difficult to see on what basis it could seriously be suggested that there was no serious issues to be tried in relation to the procuring of contracts and funds by fraudulent misrepresentation, tortious inference and also the unlawful means conspiracy.[79]Ms den Besten argued that the claims presented by Tripwire at the hearing before Constable J, in fraud, tortious interference and conspiracy, did not disclose a serious issue to be tried. Specifically;(a) They were presented on the basis of assertion and inference, without a proper evidential foundation.(b) The claims were alleged under English law, whereas properly considered they are tortious claims likely to be governed by US (potentially Florida) law.(c) whilst there does appear to be a contractual dispute between the parties, that dispute is also most likely governed by the laws of the state of Florida and subject to the jurisdiction of its courts.(d) Tripwire has no sustainable claim against Astor Defence Limited which is a non-trading company.[80]It is necessary to consider the evidential foundation for the claims made by Tripwire. I will deal with the causes of action in turn. Firstly, deceit/fraudulent misrepresentation.[81]It was (before Constable J) and remains Tripwire’s case that Mr Turnbull represented that in order for Astor to fulfil its contract with Tripwire it would be necessary for Tripwire to pay $9.45m so that this sum could be paid to Astor’s Vietnamese supplier (GAET) and that Astor would use the sum for that purpose.[82]Mr Power submitted that in light of Mr Morris’s sworn evidence that Mr Turnbull did make the representation (taken with the balance of the evidence as to his conduct as alleged), the fraudulent representation case plainly raised, and continues to raise, a serious issue to be tried. If, as now stated by Mr Turnbull, it was up to Astor what it did with the money paid by Tripwire the delivery of TNT would not have been secured, and Tripwire would have been exposed to Global (as has transpired to be the case). Mr Morris says in effect that for obvious commercial sense, but for the deposit representation, Tripwire would not have advanced the sum of $9.45m to Astor. Hencethe reason why Mr Turnbull fraudulently represented he would use the money to pay GAET when he had no intention of doing so (at least in part).[83]After the order was made Mr Turnbull has stated that the terms of the contract did not specify that the advance payment should be used for any particular purpose. Mr Turnbull has not directly addressed whether he made the statement alleged; there is no specific denial that he had such a discussion.[84]As for the argument that what Mr Morris has said is bare assertion, it is true that it is not supported by documentary evidence. However, as Mr Power pointed out, there is very strong evidence that Mr Turnbull has lied about the whereabouts and/or use of funds when it has suited his purpose to do so; specifically in relation to the MOD funds. There is also probative value from the unlawful means/conspiracy case (which I shall set out in due course) that Mr Turnbull did not intend to fulfil obligations to Tripwire and would (and therefore will) lie when necessary (e.g. his explanation that Global was demanding a price reduction due to alleged payment of bribes).[85]I accept Mr Power’s submissions that there is a serious issue to be tried in respect of fraudulent misrepresentations relating to the Global contract. I should add, for the avoidance of doubt, that in reaching the view that Tripwire’s case raised at the time of the hearing before Constable J, and continues to raise, a serious issue to be tried as regards deceit, I recognise (as Constable J observed) that actions post contract which may be in breach of contract are distinct from pre contractual representations.[86]Also it was, and remains, Tripwire’s case that Mr Turnbull represented to Mr Morris that once the MOD had paid Astor Defence (being the named contractual party) for a quantity of explosives, Astor Defence would pay Tripwire so that the goods could be supplied to the MOD. Mr Morris’s sworn evidence is that he did make this representation. Mr Power submitted, in my view correctly, that the case that the representation was made is supported by the fact that, for months, Mr Turnbull and Mr O’Shaughnessy falsely asserted that the MOD had not paid Astor Defence. As I have set out this provides some support for the case in relation to the fraudulent representation to obtain the deposit monies.[87]Within his evidence produced since the order Mr Turnbull has not specifically denied that he made this statement. Instead, he has said that the monies could be used in the ordinary course of business. If that was so why was it necessary to lie?[88]Mr Power submitted that there was a clear inference to be drawn that Mr Turnbull lied about the whereabouts of the MOD monies because he knew that he had represented that, as soon as they were paid, they would be transferred to Tripwire. Also, as I have already set out Mr Turnbull’s explanation that he was concerned as to Tripwire’s insolvency does not tally with the content of his initial e-mail when the lie had been discovered.[89]Mr Morris’ evidence is that had the MOD Payment representation not been made by Mr Turnbull, Tripwire would not have entered into the arrangements with the MOD and Astor Defence. Tripwire already had an existing company it had used to facilitate contracts with the MOD (Fitzroy).[90]It is Tripwire’s evidence that as a result of the default by Astor defence in failing to supply the explosives to the MOD, Tripwire’s reputation with the MOD has been seriously damaged because the MOD has paid for goods which have not been supplied. Tripwire estimates that it will suffer losses of tens of millions of US dollars as a result of the loss of business from the MOD and other third parties Tripwire has also lost the $4,809,700 it is owed for the explosives.[91]As with the case in respect of the Global contract I am satisfied that there was at the time of the making of the Freezing Order, and remains, a serious issue to be tried.[92]Whilst both of the alleged representations could have been set out with greater precision e.g. what precisely was said, by whom and when; the description is essentially clear. I also do not accept that the allegations are not supported by reasonably credible evidence; I see no adequate basis for Ms den Besten’s submission that Mr Morris’ evidence is inherently incredible. Rather the representations sit within an alleged framework of Mr Turnbull not being honest and straightforward and seeking to gain funds for his own ends rather than to satisfy the contractual obligations in respect of such funds.[93]I also do not accept Ms den Besten’s submission that it was necessary to draw Constable J’s attention to the law on fraudulent misrepresentation, and to set out the requisite elements and individually address them. The claim is easily understood and the basic legal principles well known.[94]Turning to unlawful interference and conspiracy, there is no generalised tort of an unlawful interference in trade or business; see generally OBG v Allan [2008] 1 AC 1. Rather, what is required to be shown is;(i) the intentional inducement or procuring of a breach of contract or(ii) Causing loss by unlawful means.[95]Tripwire’s case is that by reason of the back to back agreements between Global and Tripwire, and Tripwire and Astor, Tripwire stood to make a profit of $108 million (being the difference between the price of the amount of TNT which Astor had agreed to supply to Tripwire, and the price which Global had agreed to pay to Tripwire). That profit would then have been shared out by Tripwire, with Tripwire retaining at least a $27 million share.[96]Tripwire’s case before Mr Justice Constable was that Global, Mr Turnbull and Astor had conspired together to cut Tripwire out of the deals was, in part, based on inference. Mr Power submitted that Tripwire’s case is now even stronger and it is wholly unclear what the Defendants case is in response to it given that Mr Turnbull has now admitted that in October 2024 he met with Mr Morales (the CEO of Global) in a private meeting without Mr Morris at which the issue of Global buying Astor was discussed. It is also now known that Mr Morales did go on to purchase a 24% share in Astor.[97]It is necessary to stand back and consider the commercial impact of the altered relationship; Mr Morales had a significant interest within both the supplier and the final purchaser of the TNT and there was no need for another company in the supply chain. The companies should sensibly act in partnership. However a contract existed with Tripwire which would lead to a third party making very significant profit. If that contract could be terminated Global and Tripwire could make even more profit.[98]After the October 2024 meeting Global issued an amended purchase order reducing the price payable by Global to Tripwire to $11 per kg. That was a repudiation of Global’s contract and Mr Morris stated that it wiped out most of Tripwire’s profit. Mr O’Shaughnessy of Astor stated to Mr Morris “this is a fucking disaster…a total ambush”. Either Mr O’Shaughnessy did not know what Mr Turnbull had done or he was lying (as he was later to do in relation to the MOD contract).[99]The reason given at the time by Mr Turnbull for justifying the unilateral reduction (allegations of bribery) is not the reason now given in his statements. What Mr Turnbull now states is that it is US government policy is to limit the fee payable to brokers to around 10%. Mr Turnbull says that Mr Morales was concerned not to breach this policy and therefore sought to reduce the price payable to Tripwire. Mr Morris (who runs an American company trading in explosives) states that he is aware of no such policy and no relevant evidence has been produced by Mr Turnbull to support his assertion. It is Tripwire’s case that both bribery and excessive commission are untruthful excuses.[100]It is Tripwire’s case that Astor then failed to supply the TNT such that Global could terminate its contract with Tripwire; which it did on 6 June 2025. Global has brought proceedings in the US suing Tripwire for non-delivery of the TNT, including late payment fees and the return of its deposit. It is Tripwire’s case that given the relationship between Mr Morales and Mr Turnbull, which resulted in Mr Morris being sidelined from discussions as to delivery, Global well knew, that delay was the result of Astor’s actions.[101]Mr Power submitted that the evidence also established that it is likely that Astor and Global are now in partnership together in other areas as on 25 September 2025 it was announced in the media that Global had been awarded a $635 million contract for the production and supply of “155mm artillery munitions”. This announcement had coincided with Mr Turnbull posting on Instagram about Astor developing a new production line for 155mm munitions.[102]By reason of the above I accept that that there is a serious issue to be tried as to whether Global, Mr Turnbull and Astor conspired together, with the intention to injure Tripwire, to agree that Global and Astor cut Tripwire out of the deal for the delivery of TNT under the agreements dated 12 September 2024 and instead work in partnership together, using the following unlawful means:(a) breach of contract (namely, the September 2024 agreements);(b) tortious interference with Tripwire’s contract with Global; and(c) misrepresentation (as Mr Turnbull represented that he and Tripwire had no option but to accept Global’s revised purchase order).[103]There is clearly a serious issue to be tried whether Mr Turnbull and Astor have tortiously interfered with Tripwire’s contract with Global so as intentionally to procure Global’s refusal to comply with its terms, and then its termination, for the benefit of Astor and Mr Turnbull’s relationship with Global, thereby causing damage to Tripwire (namely the loss of the profits it would have made from Global).[104]I reject with little hesitation the suggestion advanced by Ms den Besten that there was (and is) insufficient credible material which established an arguable case of fraud and that the threshold requirements for alleging fraud and unlawful means conspiracy had not been met.[105]The analysis set out above is on the basis of the law in this jurisdiction. However, Ms den Besten submitted that that it is likely English law does not govern Tripwire’s claims in tort, and arguably also not in contract, and as a result Tripwire had failed to establish a serious issue to be tried i.e. failed to advance any, or any serious, case under what is likely to be the governing law of at least its tortious claims at the hearing (she also argued that the failure to raise applicable law/jurisdiction before Constable J meant that there had been a failure to give full and frank disclosure).[106]Ms den Besten stated that the claims in Tort fell to be determined under Rome II. Accordingly, the governing law is likely to be the law of the country in which the damage occurs “irrespective of the country in which the event giving rise to the damage occurred and irrespective of the country or countries in which the indirect consequences of that event occur” (Art 4(1)). Ms den Besten also submitted that Tripwire is a US incorporated company (in Florida, now domiciled in Pennsylvania) and there was no suggestion that it suffered damage otherwise than in the US. Further(a) In terms of the Global Deal, the prices were in US$ and the TNT was to be imported into the US; this was the admitted rationale for involving Tripwire in that deal. Further, Tripwire’s losses are claimed in dollar amounts(b) In terms of the MoD Deal, Tripwire was to be paid in US$ in the US(c) The alleged misrepresentations were made to Tripwire in the US (by telephone) and the alleged interference with the Global Deal occurred in Florida(d) The governing law of the Astor/Tripwire contract is therefore not evident on the face of the contractual terms. Tripwire’s position (as set out in its Particulars of Claim, and only after this point had been identified), is that were no additional terms and conditions existed. As a result it is at least arguable that the terms and conditions were intended to mirror the Global/Tripwire which expressly provide for the governing law of the state of Florida, and also that “Disputes shall be resolved in a court of competent jurisdiction in the State of Florida, United States” .(e) As regards the Astor/Tripwire contract, this does not address governing law or jurisdiction but, in the absence of express agreement, will be governed by the law of Tripwire’s domicile, as seller (Rome 1, Article 4) (at [1/10/232]).[107]Given these factors. Ms den Besten submitted that it was not appropriate for Tripwire to proceed on a without notice hearing on the basis that English law applies when it likely does not; she referred to the statement by Lord Leggatt in Brownlie v. FS Cairo (Nile Plaza) LLC [2021] UKSC 45; [2021] 3 WLR 1011:
“Where the law applicable to the claim or defence is a foreign system of law, this will require the party to show that it has a good claim or defence under that law…”
[108]Mr Power submitted that Ms den Besten’s submissions as to applicable law, “went nowhere”. The claims were properly pleaded as English law claims as Mr Turnbull and Astor are the principal conspirators and are based in this country and it is Mr Turnbull who made fraudulent misrepresentations. Also Astor and/or Mr Turnbull’s misappropriation of funds took place in this country.[109]Mr Power also submitted that the burden is on the Defendants to show that, insofar as the claims are governed by a foreign law, that that foreign law is materially different from English law. He relied upon the principles set out in FS Nile Plaza v Brownlie by Lord Leggatt:
“it has historically, been a presumption that, in the absence of evidence to the contrary, foreign law is presumed to be the same as English law. For example, in Dynamit AG v Rio Tinto Co Ltd [1918] AC 260, 295 , Lord Dunedin said: "I am clear that it is for those who say that the German law is different from the English to aver it as fact and to prove it. This they have not done, and that being so the German law must be presumed to be the same as the English." In the same case Lord Parker of Waddington said at p 301: "Until the contrary be proved, the general law of a foreign State is presumed to be the same as the law of this country."”
At paragraph 143 Lord Leggatt stated “Because the application of the presumption of similarity is fact-specific, it is impossible to state any hard and fast rules as to when it may properly be employed. In light of the authorities discussed above, however, the following observations may be made. 144. First, for reasons already given, as a matter of broad generalisation the presumption is more likely to be appropriate where the applicable foreign law is another common law system rather than a system based on Roman law. There are, however, "great and broad" principles of law which are likely to impose an obligation in all developed legal systems. 145. Second, also as a matter of broad generalisation, the presumption is less likely to be appropriate where the relevant domestic law is contained in a statute, but this depends on the nature of the statute and, more specifically, the relevant statutory provision.”

In the same case Lord Parker of Waddington said at p 301:

[110]Mr Power submitted that the USA was another common law system and Tripwire did not rely upon any specific statutory provisions as foundations of its causes of action.[111]Further as regards the question as to whether a serious issue to be tried had been established Mr Power relied upon Lord Leggatt’s analysis at paragraph 157; “157. In the absence of any evidence of Egyptian law, I would see no basis for challenging the decision of the judge that, at this stage of the proceedings, reliance on the presumption of similarity with English law is sufficient to show that the pleaded claims have a real prospect of success.”[112]Mr Power submitted that it was important to note that the Defendants had not shown that insofar as the claims are governed by a foreign law, that that foreign law is materially different from English law; indeed given the claims this was unlikely. There was, as he described it “no punchline” to the foreign law arguments advanced.[113]Mr Power also submitted that the contract between Astor and the Claimant does not contain a jurisdiction clause as no terms and conditions were attached to the contract.[114]I accept Mr Power’s submission that given the principle of the presumption of similarity there is a serious issued to be tried. The Defendants have raised an issue but have not shown that insofar as the claims are governed by a foreign law, that that foreign law is materially different from English law. There is some force in Mr Power’s submission that the point goes nowhere.[115]Also a contract between a UK domiciled company and a US company will obviously be potentially different i.e. have different provisions to a contract made between two US companies in respect of jurisdiction and I do not accept that it was incumbent on Mr Power to have raised the possibility of the terms and conditions of the contract between Tripwire and Astor mirroring those within the contract between Global and Tripwire (the Claimants case being there were no additional terms and conditions).[116]Ms den Besten also submitted that there had been a failure to attribute Tripwire’s alleged losses to each of Defendants, and the (now) $25 million Limit was applied as against each of the Respondents, irrespective of the value of the claims in fact made against them and this was an unprincipled approach. A limit should have been fixed as against each Respondent by the value of the claim made against that Respondent; it is in this way that the freezing order only interferes with the respondents’ assets insofar as necessary for the preservation of the claim.[117]The losses claimed by Tripwire are;(a) The $9.4 million paid under the Global contract(b) $27 million profit lost as a result of the failure to supply the TNT and the interference with the Global contract(c) The exposure to a claim from Global of around $20 million(d) The $4.8 million owed by Astor Defence in respect of the MOD deal(e) Damage to Tripwires relationship with the MOD and the consequential lost future business with the MOD, “tens of millions of dollars”. Mr Power submitted that the losses far exceeded $25million against each Defendant.[118]It is also Tripwire’s case that Mr Turnbull controls both Astor and Astor Defence as evidenced from the fact that funds payable to both companies have been used towards the deposit with GAET.[119]Whilst ordinarily there would be force in Ms den Besten’s submission I am satisfied that no more detailed attribution was, or is, necessary given the amount claimed against each Defendant exceeds $25 million.[120]Ms den Besten also submitted that Astor Defence is a non-trading entity, established in 2023 “principally to preserve the benefit of its name to Astor, which from time to time trades informally as “Astor Defence” ” and the fact that it did not trade should have been disclosed to Constable J, and no order should have been made or should be continued against it.[121]The simple answer to these arguments is that Astor Defence was the contracting party, “the buyer” on the face of the purchase order with the MOD. The argument advanced that it was somehow obvious that the contracting party was Astor, the First Defendant, because its address was used on the order is without any merit. The contractual document is clear. Also given the issues at the heart of this case Tripwire had reasonable grounds to be cautious about the use of separate companies under the direction of Mr Turnbull (he is a director of both Astor and Astor Defence, and the majority shareholder in Astor).

Conclusion on serious issue to be tried

[122]I bear very much in mind that many issues are in dispute but in my judgment on the evidence available at the time of the hearing before Constable J Tripwire cleared by some margin the hurdle of establishing that there were serious issues to be tried in relation to the procuring of contracts and funds by fraudulent misrepresentation, and interference by unlawful means/conspiracy. Events and/or evidence have only made its case stronger.

Risk of dissipation

[123]The question as to whether, given the totality of the evidence before the Court, was there (at the hearing before Constable J), and is there on the current evidence, a real risk, judged objectively, that a future judgment would not be met because assets will be organised by concealment or transfer such that they are out of reach of a judgment is, in my view, a far less straightforward issue than the question of whether there were/are serious issues to be tried.[124]The major changes in the evidence between that before Constable J and that before me in relation to the issue of dissipation relate to Mr Turnbull’s potential move to the UAE and Astor Energetics Limited.[125]Mr Morris referred in his first affidavit to “…the most pressing fear is that Henry is in the course of relocating out of the UK. I am aware that Henry has spent a significant amount of his professional career based in the Middle East.”[126]Subsequently Mr Turnbull has set out that he has no plan to move personally, or to move the business, to the UAE (and that Mr Turnbull has confused him with Mr O’Shaughnessy in this regard). In my judgment it is a significant factor to be taken into consideration that the evidence produced by Mr Turnbull has addressed the “pressing concern” of Mr Morris that Mr Turnbull may relocate to the UAE and Mr Power did not place significant reliance on associated risks.[127]However since the hearing further information has come to light in relation to proposed restructuring within the Astor Group of companies, with two new companies being formed; one of which Mr Turnbull has no apparent control over or interest in.[128]Mr Turnbull was characterised in two very different ways.[129]Firstly by Mr Turnbull as a person who had used significant funds contrary to the purpose for which they were supplied to achieve his own ends or to spend on his own lavish lifestyle. He was willing to lie and conspired with Mr Morales to engineer the “cutting out” of Tripwire (and Mr Morris a former close friend) out of a very profitable contract. In effect someone who was unscrupulous. His past behaviour has given rise to a very real risk of unjustified dissipation.[130]Secondly, Mr Turnbull was characterised by Ms den Besten as a very successful businessman, firmly based in this country, facing baseless allegations of dishonesty and whose only lack of frankness had been when he “strung Mr Morris along” about the MOD funds due to concerns about Tripwire’s solvency (“stringing someone along” being different to dissipation). He was sensibly restructuring the companies in the group given their rapid growth and profitability. The allegations against him would be strenuously defended and there was no risk of dissipation of assets.[131]For the purposes of determining the issue of dissipation I do not have to determine on balance of probabilities where exactly on the range between these polemics the truth lies. Rather I have to make an objective assessment, carefully considering all the relevant evidence for and against the existence of a real risk of dissipation, not necessarily amounting to a probability. However the risk must be of unjustified and improper dissipation with the intention of avoiding the implications of a judgment.[132]I take as the starting point the amount of money at stake. If successful the litigation would cost Astor, Mr Turnbull, and to a lesser extent Mr Morales (who has a 24% shareholding in Astor) a very large amount of money. This is important as, given that Astor and Mr Turnbull are based in this country (but with his major supplier being in Vietnam and, on Tripwire’s case his largest customer/partner in the US) the steps necessary to dissipate assets would have to be worth the candle.[133]The next step is to consider the evidence of past conduct.[134]Ms den Besten argued that the sums of $9.4 million and the $4.8 million had not been dissipated as they had been used for range of purposes including part of them used, in June 2025, to pay a deposit to GAET. However this argument raises the obvious question, (which I did raise during the hearing and to which no satisfactory answer has been given); deposit for what wider purposes? Ms den Besten said that Astor’s recent and future success is substantially attributable to a series of five contracts to export TNT which it has secured with GAET. These contracts are worth $300m. However the TNT supplied to Astor (Mr Morales having a 24% shareholding in Astor) is not to be used to fulfil any part of the contract between Tripwire and Global. The obvious inference from the totality of the evidence before me is that it is to be supplied, in the very least in part, under a new contract/arrangement with Global which has replaced the contract with the Tripwire, in the process fulfilling the intended aim of the unlawful Act conspiracy and “cutting out” Tripwire’s profit. As I stated during Ms den Besten’s submissions, Tripwire’s case was that this was as much dissipation of the $13 million as using the funds to buy a yacht as the money was not retained until used for the proper purpose and has now been “lost” to Tripwire (there has been no suggestion of repayment/payment) and used for purposes unconnected, indeed effectively damaging, to the legal obligations to Tripwire.[135]In my judgment the dishonesty alleged against Mr Turnbull is relevant to the risk of dissipation of assets as it included the obtaining and alleged diversion of very large amounts monies away from their proper purpose to suit Mr Turnbull’s own ends; effectively unjustified dissipation, enabled/supported by mendacity. In short doing what was necessary to further Mr Turnbull’s personal position regardless of legal obligations and to ensure that Tripwire did not receive profits due under contracts.[136]Further, I believe that a reasonable inference can be drawn from the deceit and conspiracy as alleged by Tripwire that, potentially with help from Mr Morales/Global Astor, Mr Turnball may take steps to ensure that his wealth and Astor’s business are protected from the impact of a judgment. The involvement of Mr Morles/Global is significant as dissipation would be likely to require some assistance to engineer dissipation without incurring counterproductive losses.[137]As Mr Turnbull stated in his affidavit of 28th October the main assets of Astor are “its forward looking contracts for the purchase and supply of industrial explosives”. Another company which is not a Defendant to these proceedings; Astor International Limited also hold multiple purchase order contracts for explosives with a total “book order value” of $540 million. On Tripwire’s case Mr Turnbull has previously unlawfully conspired with Mr Morales to cut it out of a highly valuable business arrangement and replace existing contracts with new ones to the intended detriment of Tripwire. In my view there is a real risk that this will happen in the future, through novation of existing contacts, and/or transfer of assets to existing /new companies, or by some other means, so as to make Mr Turnbull and Mr Morales “judgment proof”. I should add that I bear in mind that there has been no suggestion that GAET has in acted improperly in anyway. It is not necessary to identify any specific route or exact means by which dissipation could be achieved; rather a realistic risk that it could be achieved by some means.[138]I also accept the argument that changes within the Astor group of companies and the setting up of companies in which, on a disclosed basis, Mr Turnbull has no interest (notably Astor Energetics Limited) may provide a means to dissipate assets by protecting them from enforcement.[139]Whilst, importantly, the burden must not be reversed, there is some force in Mr Power’s submissions about the limited nature of the detail in Mr Turnbull’s statements about what has transpired to date, how past expenditure was afforded and the current position as regards supply of TNT.[140]Mr Power also relied upon what he argued was Mr Turnbull’s history with others and also his personal wealth; the source of which was unclear; to support a risk of dissipation.[141]Constable J found that the evidence in relation to the criminal complaint provided some support for the existence of the risk. I respectfully agree although the support is limited given the nature of the evidence. As Ms den Besten correctly stated the criminal complaint is hearsay and associated detail (who made the complaint and when) is missing. Nevertheless it has specific content; that a complaint to the American Police has been made. Also given, as is common ground, the sale/supply of explosives and munitions internationally is a small world a legitimate inference can be made that Mr Turnbull knows who has stated that he has made the complaint. The substance of alleged complaint has not been addressed in detail by Mr Turnbull in his statements.[142]As for having a lavish lifestyle Mr Turnbull stated that since 2023 the revenue of the company has grown significantly (the gross profit for 2022 was around £670,000) which has allowed him to purchase a large home and a boat.[143]It is noteworthy that although what appears to be Mr Turnbull’s main residence was purchased in August 2023, the mortgage was only paid off in June 2025 and a further property (Hornbeam House) was purchased in September 2025. Both properties are owned by Astor Property Limited and not Mr Turnbull personally.[144]Mr Turnbull stated that a Sunseeker boat was purchased in August 2023 and I note its value as set out within a confidential schedule. However that it is also owned by a company; in the case of the boat Astor International Limited and not Mr Turnbull personally.[145]I have no evidence as to the dates of other valuable acquisitions although Mr Turnbull has said that he has invested in collecting a collection of numerous cars “over the last ten years or so”. Without breaching confidentiality Mr Turnbull’s personal property i.e. assets within his direct ownership are modest when compared to the assets of the various companies within the Astor group.[146]Given the huge impact of a freezing injunction I have given all issues anxious scrutiny, and the issue of the risk of dissipation is very far from straightforward. However taking the matters set out above cumulatively I am satisfied that a real risk of dissipation was established before Constable J and that risk remains.

Just and convenient

[147]It is necessary when contemplating a freezing order (as with any injunction) to consider whether it would in all the circumstances be just and convenient to impose it (as required under section 37 Senior Courts Act 1981).[148]This involves consideration of all the circumstances of the case. As observed by Henshaw J in Arcelor Mittal -v-Ruia [2020] EWHC 740, there is no exhaustive list of factors:
“...This stage of the process involves taking account of the strength of the case on the merits and the risk of dissipation of assets, but also the circumstances as a whole and where the balance of justice lies. There is no exhaustive list of factors to be taken into account. Some factors often likely to be relevant are mentioned in Gee on Commercial Injunctions (6th ed) at § 12-042: the balance of prejudice between the parties; whether an order would interfere unacceptably with the interests of third parties; or whether an injunction might destroy the defendant's business. … The court should be satisfied before granting the relief that the likely effect of the injunction will be to promote the doing of justice overall, and not to work unfairly or oppressively. This means taking into account the interests of both parties and the likely effects of an injunction on the defendant.”
[149]Mr Power submitted thatthe balance of justice plainly favoured, and still favours, granting the relief sought. The evidence which has emerged from Tripwire’s investigations suggests that Mr Turnbull and the Astor companies have been acting fraudulently and that Tripwire has substantial claims against them. It is just that their assets are frozen pending the determination of the claims so as to ensure that they do not have an opportunity to make themselves judgment proof.[150]As for Mr Turnbull’s evidence that the freezing injunction has caused, and will continue to cause, significant problems for Astor Mr Power relied on the observation of Calver J in PJSC National Bank Trust & Ors v Mints & Ors [2021] EWHC 1089, at [27(iii)]:
“The claim to have suffered loss ought ordinarily to be supported by some underlying material and ought not to be speculative. Without documentary evidence, a mere generalised assertion of loss will be scrutinised carefully by the Court and is unlikely to be sufficient.”
He argued that Mr Turnbull had produced very little to back up his assertions of the effect of the order upon Astor’s ability to trade (the Defendants’ case being that Astor Defence does not trade).[151]Mr Power submitted that the Court had previously been unconvinced by Mr Turnbull’s assertions as regards the effects on Astor’s business; and rightly so. In support of its application for fortification of the cross-undertaking dated 16 October 2025 Mr Turnbull suggested that, if the injunction was not released, he would be unable to finance the payment of sums owed to GAET as required by 30 October, that there was no realistic possibility of that deadline being extended (a “categoric” no) and that late payment charges would be levied if the deadline was not met. Mr Power pointed out in submissions at that hearing on 22nd October that the assertion was not backed up by any documentary evidence. After the Defendants were unsuccessful in their application Mr Turnbull has stated that “contrary to its expectations” Astor has been able to negotiate an extension until the end of the month to make the deposit payment and no penalties have yet to be incurred.[152]Mr Power also relied upon the suggestion made by the Defendants in correspondence that £25 million might be raised and paid in, which appeared contrary to the suggestion of insurmountable difficulties having been caused by the freezing order.[153]Ms den Besten submitted that Astor has a valuable business which is likely to sustain serious damage by reason of the Freezing Order, and as Tripwire will be unable to meet any substantial claim under the cross-undertaking in damages, the balance of convenience did not, and does not, support the grant of the freezing order.[154]Taking these arguments in more detail Ms den Besten submitted that the freezing order is causing, and will continue to cause significant problems for Astor such that, even if the other tests are met, an injunction should not be granted. The order is having a direct impact on the ability of Astor to conduct its business, notwithstanding the ordinary business exception. Further, and most importantly, Astor is required to pay to GAET a deposit of $30m by the end of this month and there remains a real risk that if the Freezing Order remains in place, it will not be possible for Astor to raise the necessary funds to meet this extended deadline. If this occurs, Astor is likely to lose the GAET contract, on which alone it will suffer a loss of profit of US$140m. Mr Turnbull has stated that this will destroy Astor’s business; for which its relationship with GAET is critical. The destruction of reputation and credit may be a reason why freezing relief should not be granted.[155]Ms den Besten referred to the fact that Tripwire had been required to fortify its cross-undertaking in the amount of $600,000 and had stated that further fortification would stifle its ability to pursue its claims. She argued that as a result it was clear that if the order should not have been granted Tripwire would not be in a position to compensate Astor in an amount exceeding the fortification provided if its business is indeed damaged and/or destroyed by the Freezing Order.[156]Ms den Besten also relied on two matters which, she submitted, undermined Mr Morris’/Tripwire’s honesty and standing before the Court.[157]Firstly she referred to what she submitted was dishonest evidence from Mr Morris. In his second affidavit Mr Morris set out assets said to belong to Tripwire in the US only, comprising cash at bank required for Tripwire’s daily trading activities, a quarry and storage facilities, helicopters and a robot, said cumulatively to be worth a total amount of US$5.85m. Ms den Besten said that this evidence was dishonest insofar as the two helicopters disclosed as Tripwire’s (said to be worth $1.8m) in fact belong to another entity: Tripwire Aviation Ltd.[158]Secondly although Mr Morris had referred to proceedings brought by an Israeli company against Tripwire, “the Bizzell Proceedings”, Ms den Besten submitted that Mr Morris had falsely, described the proceedings as a “simple breach of contract claim”, whereas in fact the claims made included a claim in deceit and also a claim against Mr Morris personally. Details of the claim had not exhibited by Mr Morris and he had not identified its value of at least $3.9m, which, if successful, would substantially wipe out the value of Tripwire’s assets.[159]In response Mr Power submitted that in his second affidavit Mr Morris had stated; “4. Tripwire holds cash…. 5. The physical assets of the group are comprised as follows;5.1 Tripwire owns (the US equivalent) of property…5.2 Tripwire owns two helicopters5.3 Tripwire owns a robot….” (emphasis added) Mr Power submitted that whilst the affidavit was not as clear as it might have been there was no intention to deceive and the phrase “of the group” was intended to reflect that there were different companies. 5.1 Tripwire owns (the US equivalent) of property… 5.2 Tripwire owns two helicopters 5.3 Tripwire owns a robot….” (emphasis added)[160]Whilst the Bizzell claim had initially been commenced with a variety of claims it had been amended and was now a breach of contract claim.[161]In my view when considering the issues of whether it was/is, in all the circumstances just and convenient to grant/continue the order, it is first necessary to recognise that the order does not prohibit the Defendants from dealing with or disposing of assets in the ordinary and proper course of business.[162]As for the second contract with GAET remaining imperilled by the Freezing Order, as it is impeding Astor’s ability to raise the necessary, there is force in Mr Power’s submission that Mr Turnbull has produced nothing to corroborate his assertion that the injunction has had, and continues to have, very damaging effects (this despite being aware that the lack of corroboration was a point raised against him on 22nd October 2025). Given what was said on 22nd October, and the background evidence regarding facts underpinning the claim, I treat these “bare” assertions with considerable caution. An example of an obvious issue which has not been addressed is the amount of profit gained by Astor/Mr Turnbull in respect of the supply covered by the deposit that has already been paid in June 2025 (the current contractual position with the buyer/s have not been disclosed).[163]The wording of the second affidavit was very unfortunate; it should have given greater detail on the issue of ownership of assets. There was, however, clear reference to the group of companies as opposed to just Tripwire although the subsequent reference again to Tripwire is confusing and inaccurate. I do not accept that the content shows a deliberate attempt to mislead.[164]As for the Bizzell litigation it is clear that the claim was amended. I cannot determine the extent on the papers before me; but it is defended and there is a substantial counterclaim by Tripwire.[165]I have considered and weighed up all relevant factors and the extent that they are supported by evidence before the Court. As I have already stated given the huge impact of a freezing injunction all issues, including the issue of whether it is just and convenient to make the order required, and have received, anxious scrutiny. I am satisfied that the order has had a substantial impact on Astor’s ability to conduct business; freezing injunctions almost inevitably have such an effect and I have considered the extent of the evidence as to the degree of intrusion. I have also borne in mind, and weighed into the analysis, the relationship between the sums involved in the relevant contracts involving Astor and the sum fortifying the undertaking given by Tripwire. Ultimately it is my evaluation of the strength of Tripwire’s claims on the evidence currently before the Court that has tipped the balance in favour of the granting of the order a fortiori when taken against the risk of dissipation. It is just to continue the order; the likely effects of the order will be to promote justice overall.

Full and frank disclosure

[166]As Ms den Besten correctly submitted there is a clear and well established duty upon an applicant such as Tripwire, who seeks an injunction without notice to the proposed respondent, to make full and frank disclosure at the hearing. It includes a duty to act in utmost good faith and to disclose to the Court all matters which are material and so to be taken into account by the Court in deciding whether or not to grant relief without notice, and if so on what terms. Everything material must be disclosed, i.e. “all facts which reasonably could be taken into account by the Judge in deciding whether to grant the application”, and all matters of fact and law which are or may be adverse to the applicant, including any defences which may be run or are arguable. The duty extents to matters which should have been known to the applicant had he made all enquires as were reasonable and proper. The relevant principles were summarised by Carr J (as she then was) in Tugushev v Orlov & Ors [2019] EWHC 2031 (Comm) at [7] and included the starting point that where material non-disclosure is shown, the freezing order should be immediately discharged; this approach being “a penal approach and intentionally so, by way of deterrent to ensure that applicants in future abide by their duties”[167]It is the Defendants’ case that Tripwire failed to give proper consideration to what it was required to disclose before seeking an order and, if it did give it consideration, failed to satisfy its obligations.[168]Ms den Besten submitted that Tripwire serially failed to discharge its duty of full and frank disclosure at the Hearing. She referred to the following matters; i. There was no disclosure that Astor defence was a non-trading company. ii. It was incumbent upon Tripwire to draw the Court’s attention to the possibility that the Astor/Tripwire contract is subject both to Florida law but also to the jurisdiction of the Florida courts. iii. Tripwire failed to present the facts and matters relevant to its claims fully or in a fair and even-handed manner; iv. Tripwire did not draw the Judge’s attention to key documents exhibited, or indeed to the omission of key materials, including(i) that there were no terms and conditions attaching to the TW/Astor Contract(ii) that there was no evidence relating to the telephone calls during which it now alleges that the relevant fraudulent misrepresentations were made; and(iii) that the alleged deceit misrepresentations were not supported by and were contrary to the Astor/TW Contract and the MoD purchase order; v. Tripwire did not disclose its own role in the breakdown of relations with Global as explained in Mr Turnbull’s third statement; specifically at para 19 [1/14/379]: a) that the brokerage fee initially agreed to be paid to Tripwire on the Global Deal was unacceptably high; b) that Mr Morris appears to have poached Global’s lawyer, and paid him a share of the monies Tripwire received from the Global deal; and c) Mr Morris failed to acquit himself well on a visit to Vietnam with Mr Morales of Global; vi. Tripwire did not explain/set out facts that had a bearing on whether a fraud occurred; specifically (i) that Mr Morris was aware by April 2025 that a larger deposit of $33 million needed to be paid to GAET or that (ii) by September 2025 Mr Morris was aware supplies of TNT had begun to be shipped by Astor from Vietnam with 100 metric tons being delivered to the Philippines for Orica vii. Tripwire misrepresented its financial position and therefore ability to meet a claim under the cross-undertaking; viii. Tripwire did not address the impact of the Freezing Order on Astor’s business. Tripwire did not “draw the threads together for the Court, to explain the risk that the Freezing Order might prevent Astor from meeting its substantial contractual obligations to its counter-parties, including if its effect was to prevent Astor raising any finance required to meet such obligations”. ix. Tripwire misstated the nature of claims made against both Tripwire and its owner, Mr Morris, in the Bizzell Proceedings (which are claims in fraud and deceit, and include serious allegations of impropriety against Mr Morris personally); x. Tripwire did not identify to the Court the collateral advantages it may obtain by reason of the freezing order, either by reason of its being a competitor of Astor, or by using the freezing order to attempt to frustrate Astor’s business. Further improper collateral intention is also apparent from Tripwire’s solicitor’s letter of 8th November 2025 , by which Tripwire has indicated (again without proper basis) that the confidentiality club is limiting its understanding of the clients with whom Astor has contracted and purportedly colluded; thus “We are concerned because part of our client’s case is that your clients have colluded with third parties who might well be named in the relevant contracts, and in particular, Global. To that extent, full disclosure of these relationships is potentially prejudiced by the confidentiality club, and our client would oppose its continuation because it seems to us that if the party disclosed is indeed Global, it is a relevant matter which the Court needs to be aware of at the return date hearing”. It is not the purpose of asset disclosure to advance a claimant’s case. Ms den Besten submitted that it is ancillary to the freezing order and provided for the purpose of policing the same. xi. Tripwire presented its application for the Freezing Order as urgent when, properly considered, it was not.[169]Mr Power submitted that Tripwire had clearly discharged its duty to provide full and frank disclosure, indeed the disclosure provided at the without notice hearing (as set out above) was “fulsome and frank”. He described the points raised above as “scraping the barrel” and “misconceived”. None of the points would cause the Court to stop and think that it had been somehow “blindsided”.[170]I shall consider the issues in turn.[171]As I have set out Astor Defence was the contracting party as shown on the purchase order with the MOD and as a consequence was rightly named as a Defendant. Given it is a company within a group of companies owned/controlled by the Defendant I cannot see the particular importance, in terms of full and frank disclosure, of investigating and the disclosing to the Court its past trading history. If the company has no assets (including contractual entitlements) then it will not be adversely affected by an order.[172]I have already considered the question of foreign law and jurisdiction. I accept that there was no improper failure to raise the prospect of the applicability Florida law/jurisdiction within the Astor/Tripwire contract mirroring the provisions of the contract between two American companies given that there were no set terms and conditions (on Tripwire’s case).[173]I see no proper foundation for the assertion that Tripwire failed to present the facts and matters relevant to its claims fully or in a fair and even-handed manner.[174]As for the allegation that Tripwire failed to highlight “the omission of key materials” including that there were no terms and conditions attaching to the Tripwire/Astor contract and also no documentary evidence relating to the telephone calls during which it now alleges that the relevant fraudulent misrepresentations were made; it was always Tripwire’s case that the representations were oral and that several important aspects of the relationships between the key individuals were never committed to paper. Further if there had been additional written terms and conditions beyond the disclosed terms of the contract then clearly they should have been brought to the Court’s attention; however if there were none it is unrealistic to require a party to attack its own case on the basis that the absence of them undermines its case as to oral representations.[175]The assertion that Tripwire failed to disclose its own role in the breakdown of relations is in my view a very weak and misconceived ground of attack upon the extent of disclosure.As Carr J observed in Tugushev v Orlov & Ors “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.” Mr Morris denies that the brokerage fee was unusual and that there was anything improper in his conduct in relation to the contracts at the heart of this case.[176]I do not accept that there is merit in the assertion that Tripwire did not fully explain/set out facts that had a bearing on whether a fraud occurred; specifically that Mr Morris was aware that Astor had to pay a larger deposit of $33 million or that there had been supplies of TNT from Vietnam. Tripwire’s case concerns the failure to use the money that it paid to Astor towards the deposit required to meet obligations that related to the supply which would satisfy the Tripwire/Astor contract; not in relation to some other supply with another party (which appears on Mr Turnbull’s evidence to have taken place). Also the MOD money was on Tripwire’s case wrongly obtained and used to ensure a supply on TNT that did not relate to Tripwire.[177]I have already dealt with Tripwire’s evidence concerning its financial position and therefore ability to meet a claim under the cross-undertaking. It is also relevant to note that the application for further fortification was dismissed. I do not accept that there was a deliberate attempt to mislead or deliberate failure to disclose the details as regard the ownership of the helicopters. Further and clearer information should have been provided but the failure is not sufficient of its own, or in combination with other factors, to justify discharge of the order.[178]In my judgment there was no duty, on the facts as known at the time of the hearing before Constable J, for Tripwire to “draw the threads together” and to explain the risk that the freezing order might prevent Astor from meeting its substantial contractual obligations to others. I have already set out what is now known about the relationship between Astor/Mr Turnbull and Global/Mr Morales. At the time of the hearing before Constable it was Mr Morris’ belief that Mr Turnbull and Mr Morales were now working together. That belief has turned out to be correct, the contractual picture as to purchase of the TNT was opaque; as it largely remains. Given the details of the known/past contracts, the sums likely to be gained under such ongoing “replacement” contracts as are now in existence are likely to be very considerable and in my judgment there was, and is, no requirement on Tripwire to speculate as to whether there would be a substantial impact on Astor’s ability to make payments under contracts with third parties.[179]I have already dealt with the Bizzell proceedings. The existence of the Bizzell Proceedings was disclosed, as was the fact that “bizarre” claims had initially been advanced in it. The claim has now been amended and there is a substantial counterclaim. There is nothing in the issue as regards a failure to give full and frank disclosure.[180]I do not accept that Tripwire failed to disclose to the Court that there were “collateral advantages”. Mr Power denied that there are, were, or realistically could be any such advantages either through competition with Astor, or by using the freezing order to attempt to frustrate Astor’s business. Given that Astor’s focus is the ongoing contractual relationships with Global and GAET I agree that the suggestion that Tripwire could hope to compete as a result of the freezing order with these arrangements is unrealistic.[181]As for the urgency of the application it was, and is, Tripwire’s case that there is a real risk of dissipation and that tipping off the Defendants would have enabled assets (including rights under contracts) to be moved before the injunction was granted.[182]Taking the issues raised by Ms Den Besten individually, and also cumulatively, I am not satisfied that there has been a significant failure to give full and frank disclosure.

Breaches of the undertakings

[183]It was also argued on behalf of the Defendant that Tripwire has breached the undertakings given to the Court at the time of the making of the freezing order.[184]Ms den Besten submitted that where an undertaking is not complied with, the Court retains a discretion to discharge the Freezing Order. As Neuberger J ( as he then was) stated in Flightwise Travel Service Ltd v Gill [2003] EWHC 3082 (Ch). “...it is important that undertakings given by an applicant, effectively in return for which the freezing order is granted, are complied with, and if they are not that there is a good explanation as to why. The fact that there is a failure to comply with an undertaking given by the applicant to the court, in return for which the injunction was granted, is a potentially serious matter and may, in appropriate circumstances, justify the discharge of the injunction. Bearing in mind the nature and effect of a freezing order, and the fact that it is granted initially ex parte, an applicant should be in no doubt that the court will regard any failure to comply with an undertaking given if the freezing order itself is seriously viewed. Of course, if the breach of the undertaking does not cause the respondent, or anyone else, any damage that would be a mitigating factor. But it does not discharge the gravity of failure to comply”.[185]Ms den Besten submitted a failure to comply with the undertakings is a contempt of court” and must be viewed seriously. She submitted that the following failures should lead to the order being discharged;(a) A failure to issue and serve a claim form within 7 working days of the hearing;(b) Failing to effect personal service(c) Failing until 31 October, to provide the Respondents with all of the documents provided to the Court at the Hearing, specifically the draft order it had sought.(d) Failing to supply a transcript of the hearing before 7th November 2025.[186]I can take these matters shortly as, albeit only after careful review, again, taken individually and collectively they do not provide sufficient grounds for discharging the order.[187]On 23rd October 2025 Mr Wallis of Greenwoods (Tripwire’s solicitors) served an affidavit addressing the breach in respect of the issue and service of the claim form. He explained that Greenwoods operated under the mistaken basis that Tripwire’s undertaking needed to be complied with by Tuesday 21st October because the Freezing Order, although granted on 9th October, was only sealed on 10th October. Mr Power submitted that the issue of the date of the order was not as straightforward as the Defendants suggested given that the order was altered between the 9th and the 10th. Steps were taken to file the claim form electronically at the court “at around 3 p.m. on Tuesday 21 October 2025” but that it was not then processed until 23 October 2023, due to errors made by Tripwire in the header and in omitting to supply the Respondents’ addresses. In the interim the draft Claim Form was provided to the Defendants on 22nd October.[188]Proceeding on the basis that the order was made on the 9th October and also that any the breaches of the undertaking must be viewed as serious, it is my view that the mistakes leading to the late issue and service of the claim form should not lead to the discharge of the order. No prejudice has been caused and a full explanation of solicitor error has been given. Discharge of the order would be a disproportionate response to the breach.[189]Although the Freezing Order was endorsed with a penal notice, it was not served personally on the Respondents.Whilst this may have had an affect on the ability to rely on the penal notice in contempt proceedings; it was to the detriment of Tripwire and the advantage of the Defendants. As a result I cannot see how it could be proper to discharge the order on the basis of this failure.[190]Since the Hearing was without notice, Tripwire was required to provide to the Respondents a full note of the hearing on an expedited basis (see CPR 25.8(1)(d) and the Model Order at 6(c) ) As Neuberger J observed in Flightwise Travel Service Ltd v Gill the Respondent has to be fully informed of the case against him, both as presented at the initial without notice hearing, and well in advance of the return date (i.e. the next hearing). A respondent must be told fully and frankly of the evidence and arguments raised by the applicant at the hearing before the Judge and, where appropriate, any observations that a Judge makes when the injunction was obtained.[191]Ms den Besten stated that Tripwire provided a copy of its note (“the Claimant’s note”) with the Freezing Order, but no transcript. On 22nd October Tripwire was directed to use its best endeavours to provide a transcript forthwith, and in any event by no later than 4.00pm on 24th October 2025. However a transcript of the hearing was supplied only with Tripwire’s reply evidence, on 7th November. Ms den Besten submitted that, firstly, the transcript had shown the Claimant’s Note to be “obviously incomplete” and secondly that the failure of Tripwire to produce a complete note of the hearing, or to produce a transcript expeditiously or at all promptly, had prejudiced the Respondents’ ability to prepare this application and for the return date.[192]Ms den Besten also submitted that Tripwire had failed to comply with its undertaking to serve on the Respondents, together with the Freezing Order, copies of all documents provided to the Court on the making of the application (Freezing Order, at Schedule B(4)(i)). In particular, Tripwire failed to provide a copy of the draft order it had sought from the Court to the Respondents until 31 October 2025. Mr Wallis explained that he considered that, once the Freezing Order had been made, the draft became defunct, but Ms den Besten stated that this missed the point, and respondents were entitled to see all materials provided to the Court on a without notice application. Also it is important to consider the draft order to identify to the Court any deviations from the Model Order.[193]Mr Power response was that a detailed note of the hearing was produced and provided to the Defendants. As for theassertion that the transcript has shown the Claimant’s Note to be obviously incomplete, there were no specific details of omissions/errors a fortiori significant ones. The was also no detail of any alleged prejudice.[194]A draft Order was not provided with the application materials; this was because the actual Order made was provided. When the Defendants asked for the draft order (at the hearing on 22 October 2025), the Claimant offered to provide it.[195]In my view the failings above, including when taken cumulatively do not justify discharge of the order. I can identify no real prejudice and all documents were supplied.

Conclusion

[196]For the reasons set out above I refuse the application to discharge the order and the application to continue the freezing order is successful.[197]I leave the parties to consider whether an agreed order can be produced or a further hearing is required.

Cited in 1 later judgment