Apollo XI Limited v Nexedge Markets Limited

A freezing injunction requires a good arguable case, solid evidence of a real risk of unjustified dissipation, and careful consideration of whether relief is just and convenient. On a without notice application, full and frank disclosure includes fair presentation of material context, adverse facts and the legal weaknesses in the applicant’s case. The usual consequence of material non-disclosure or unfair presentation is immediate discharge, even if relief might otherwise have been granted. A contractual cure provision may prevent immediate termination for breach. A claimant cannot reverse-engineer the dissipation test into sweeping implied contractual terms to establish a merits case. Private and confidential material obtained through an apparent recording or bugging exercise may weigh decisively against continuation of injunctive relief.

Apollo obtained a without notice worldwide freezing injunction against Nexedge in the Interim Applications Court on 16 April 2025. Apollo alleged breaches of a US$10 million loan agreement, an intention to dissipate assets and a plan to relocate Nexedge’s business offshore. Nexedge applied to discharge the order for material non-disclosure and failures of fair presentation. Apollo applied to continue it at the return hearing.

The court examined the circumstances in which a covert recording had been obtained and presented, the effectiveness of Apollo’s default notice, the alleged express and implied contractual breaches, the good arguable case requirement, risk of dissipation, privacy and confidentiality, and the balance of justice and convenience.

1. Order discharged. The without notice application had been presented unfairly. Apollo omitted material context concerning the breakdown in the parties’ relationship, Nexedge’s FCA-regulated business and expansion plans, Apollo’s visibility of Nexedge’s accounts, the relationship with recipient companies, and the true circumstances in which the recording was obtained.
2. The recording was materially misrepresented. It was not evidence of a plan to liquidate Nexedge, move its assets offshore or avoid its contractual obligations. Its contents were consistent with separating Nexedge from Apollo, moving to new offices in Canary Wharf and pursuing the planned FCA expansion.
3. The default notice was ineffective. Clause 6 required an opportunity to rectify an Event of Default, but the notice did not identify the alleged default adequately and stated that it could not be rectified. Apollo therefore lacked a good arguable case based on acceleration.
4. The alternative termination case also failed to meet the good arguable case threshold. The contractual cure mechanism indicated that the relevant breaches were not conditions permitting immediate termination. The alleged implied terms were difficult to imply under the applicable necessity and obviousness tests and improperly sought to import the freezing-injunction dissipation criterion into the loan agreement.
5. There was no objective risk of unjustified dissipation. Nexedge’s UK office, employees, regulated business and expansion plans pointed against dissipation, and the recording supplied no solid evidence of one.
6. Continuation was not just or convenient. The recording engaged reasonable expectations of privacy and obligations of confidence, with privilege also arising in some conversations. Its deployment, the intrusive terms of the order and Apollo’s uncertain ability to meet its cross-undertaking all weighed against relief.

The court declined to delay publication. The principle of open justice required publication with final hand-down, subject to the confidentiality of Appendix II.