Evgeny Vasilievich Vesnin v Queeld Ventures Limited & Ors

An interlocutory decision creates issue estoppel only for the precise issue finally decided. Broad directions for further consideration do not require a court to resolve every dispute raised by a third party before releasing an undertaking. A Tomlin order cannot, without clear words and affirmative judicial consideration, fetter the court’s future procedural discretion. In a common-law application to recognise a foreign insolvency proceeding, standing is not confined to creditors or persons with an economic interest in the insolvency. A person directly affected by recognition, or by relief sought as its consequence, is entitled to be heard. The principles governing challenges to domestic office-holder acts do not control recognition applications.

Queeld Ventures Limited and Mispare Limited were registered holders of shares in Eurasia Mining plc. After the original certificates were lost, Eurasia agreed under a Tomlin order to issue replacement certificates, which were to be held by solicitors pending any third-party claim or interest.

Mr Vesnin, appointed as trustee in the Russian bankruptcy of Dmitry Ananiev, notified the parties that the shares were connected with the bankruptcy estate. Adam Johnson J refused immediate release of the undertaking and directed further proceedings. Mr James Morgan KC later ordered prospective release of the undertaking, reported as [2025] EWHC 104 (Ch).

Mr Vesnin appealed that decision. Q&M separately appealed Chief ICC Judge Briggs’s decision that they lacked standing to oppose recognition of the Russian bankruptcy, together with consequential orders on security for costs, jurisdiction and costs. The central questions were the effect of the Tomlin order and the standing of a respondent directly affected by common-law recognition.

1. Mr Vesnin’s appeal. The appeal against the Morgan Judgment was dismissed. An issue estoppel can arise from an interlocutory decision only where the issue was finally decided, and the issue must be identified precisely. The Johnson Judgment gave a wide meaning to expressions of any claim or interest and contemplated further directions as appropriate. It did not decide that the undertaking had to remain in force until the ultimate beneficial ownership of Q&M had been determined.
2. The Tomlin order gave the court discretion to decide how, and on what timetable, issues arising from a third-party notification should be addressed. A notifying third party had no veto over the procedure or the time of release. A settlement embodied in a Tomlin order could not fetter the court’s future power to control its procedure or release an undertaking without very clear words, careful judicial consideration and an affirmative decision when the order was made.
3. Denaxe Ltd v Cooper [2023] EWCA Civ 752 did not support a contrary result. Its discussion of approval orders concerned trustees and analogous office-holders. Any protection from such an order depended on issue estoppel and the issues actually determined. An opportunity for interested persons to attend and be heard did not require the court to determine every issue they might raise. The Morgan Judgment’s discretionary assessment was within the reasonable ambit of the discretion, particularly because retaining the undertaking operated like an injunction without a cross-undertaking in damages.
4. Q&M’s appeal. The appeal against the Standing Judgment was allowed. Brake v The Chedington Court Estate Ltd [2023] UKSC 29 concerned challenges to acts of domestic insolvency office-holders. It recognised a wider category of persons directly affected by powers peculiar to insolvency and did not confine standing to persons with an economic interest acting in that capacity. In any event, its approach was not readily applicable to a recognition application.
5. Recognition of a foreign insolvency proceeding may displace property, control or management rights and may be sought as a precursor to relief directed against a particular respondent. Such a respondent, especially where named and served with the whole application, must be permitted to oppose recognition so that the decision can bind it. Q&M therefore had standing. Paragraph 1 of the Bankruptcy Application was remitted for rehearing, without expressing any view on the merits or on the procedure to be adopted.
6. The appeals concerning security for costs, the Costs Judgment and the Jurisdiction Challenge were also allowed and remitted. The court indicated that the undertaking should remain in place pending further directions and a final opportunity for Mr Vesnin to seek interim relief, subject to representations after judgment.

1. Court of Appeal (Civil Division) dismissed Mr Vesnin’s appeal against the prospective release of the undertaking and allowed Q&M’s appeals concerning standing, security for costs, jurisdiction and costs. The relevant matters were remitted to the High Court.
2. High Court, Insolvency and Companies List Mr James Morgan KC ordered prospective release of the undertaking from 24 January 2025 in the Morgan Judgment, reported as [2025] EWHC 104 (Ch).
3. High Court, Insolvency and Companies List Chief ICC Judge Briggs held that Q&M had no standing to oppose recognition of the Russian bankruptcy, granted recognition, declined the substantive assistance sought, dismissed the security and jurisdiction applications, and made consequential costs orders.