Spyridoula-Maria Armeniakou v James Alexander Scott Thomson

The court applied the test in section 25 of the Civil Jurisdiction and Judgments Act 1982 and the discretion under section 37(1) of the Senior Courts Act 1981 and concluded that there is a real risk of unjustified dissipation of the Defendant's assets outside England and Wales. The judge relied on prior interlocutory findings and subsequent evidence showing a pattern of lack of transparency and misleading disclosure concerning the operation and accounts of the Vulcan Forged business, transfers of crypto tokens and a substantial disposal of shares in a Greek company (Metaheights).

Balancing the risk of dissipation against considerations of comity and the practical effects of a worldwide freezing order, the court extended the existing freezing order to the Defendant's assets outside England and Wales except for assets located in Greece. A separate application for further disclosure was adjourned for further submissions.

Background and procedural posture

This is a first instance judgment following earlier interlocutory rulings in the same proceedings. The Claimant originally obtained an English freezing order limited to assets in England and Wales and an asset disclosure order. She sought to extend the freezing order to a worldwide freezing order in support of substantive proceedings in Greece under section 25 of the Civil Jurisdiction and Judgments Act 1982. The Defendant opposed extension and contested the asserted real risk of dissipation outside the jurisdiction.

Nature of the application

• Application to extend a domestic freezing order to a worldwide freezing order (WFO) in support of foreign (Greek) proceedings.
• Application for further disclosure and for consequential orders in relation to the Defendant’s asset disclosure.

Issues framed by the court

• Jurisdictional prerequisites under section 25 (including personal jurisdiction and a good arguable case in the foreign proceedings).
• Whether there is a real risk of unjustified dissipation of assets outside England and Wales.
• Whether it would be inexpedient to grant a WFO by reason of comity, interference with Greek proceedings or practical inconvenience.
• Whether a WFO would be just and convenient under the Senior Courts Act 1981.

Key factual and subsidiary findings

• The court relied on findings in earlier judgments concerning opacity in the structure and accounts of Vulcan Forged Limited (VFL), misleading or evasive conduct by the Defendant, and prior steps by the Defendant to put assets beyond the Claimant’s reach.
• The statutory accounts filed for VFL for 2021–2023 were unreliable and inadequately explained; the court found the explanations unconvincing.
• Evidence established that an offshore BVI company played the material role of issuer and holder of PYR tokens, contrary to the Defendant’s earlier presentation.
• The Defendant disposed of crypto assets after service of the domestic freezing order and has not given a fully transparent explanation of the disposals or proceeds.
• The Defendant sold an 85% interest in a Greek company, Metaheights, at a time and on terms which gave rise to a real concern that the shares were put beyond the Claimant’s reach.
• Discrepancies between a SkyBridge Capital press release and the disclosed Token Purchase Agreement were unexplained and added to concerns about understatement of asset values.

Court’s reasoning and result

The judge applied the established caselaw test for a WFO in support of foreign proceedings (including the ICICI and Motorola principles), concluded that there was solid evidence of a real risk of unjustified dissipation outside England and Wales, and that the case was one where it was not inexpedient to grant worldwide relief in principle. However, out of comity to the Greek courts and because the Greek courts are seised of the substantive proceedings and have domestic powers in relation to assets located in Greece, the court declined to freeze assets situated in Greece and made the WFO extension as to all other foreign assets. A decision on a separate application for further disclosure was postponed for further submissions.

The court granted the Claimant's application in part. The existing freezing order was extended so that it applies to the Defendant's assets worldwide other than assets located in Greece, after concluding there is a real risk of unjustified dissipation of assets outside England and Wales and that it is not inexpedient to make such an order. The court postponed determination of the Claimant's further disclosure application pending additional submissions. The decision was grounded on prior interlocutory findings and subsequent evidence showing a lack of transparency, misleading explanations about corporate accounts and token holdings, disposals of crypto assets and a likely disposal of significant shares in a Greek company to place them beyond the Claimant's reach.