Tripwire South LLC v Astor International Ltd & Ors

A freezing order may be continued where the claimant establishes serious issues to be tried in deceit, fraudulent misrepresentation, tortious interference or unlawful means conspiracy, together with an objectively assessed real risk of unjustified dissipation. The court must scrutinise the evidence cumulatively and need not identify the precise route by which dissipation may occur. The just and convenient inquiry requires consideration of all the circumstances, including the strength of the claim, the risk of dissipation and the injunction’s effects on the defendant. Non-compliance with undertakings or alleged non-disclosure does not automatically require discharge. The court retains a discretion and should consider prejudice, explanation and proportionality.

The claimant sought continuation of a freezing order made without notice in proceedings concerning the supply of TNT. The defendants applied to discharge or set aside the order. The claimant advanced claims in deceit, fraudulent misrepresentation, tortious interference, unlawful means conspiracy, unjust enrichment and breach of contract, alleging that substantial payments had been obtained or retained through false representations and that the claimant had been excluded from contractual arrangements.

The defendants disputed the existence of serious issues to be tried, alleged that foreign law governed the claims, denied any real risk of dissipation, challenged the justice and convenience of the order, alleged failures of full and frank disclosure, and relied on breaches of undertakings given when the order was made.

1. Serious issue to be tried. The claimant’s sworn evidence, supported by the surrounding conduct and subsequent admissions, established serious issues to be tried in relation to the alleged deposit representation, the MOD payment representation, and the alleged unlawful means conspiracy and tortious interference. The claims were sufficiently clear despite some lack of detail concerning the precise words, speakers and dates.
2. There is no generalised tort of unlawful interference in trade or business. The relevant bases were intentional inducement or procuring of breach of contract, or causing loss by unlawful means, as explained in OBG v Allan [2008] 1 AC 1. The evidence established an arguable case that the defendants and Global had acted together to exclude the claimant from the TNT transaction.
3. The foreign-law argument did not defeat the application. Applying the presumption of similarity discussed in Brownlie v FS Cairo (Nile Plaza) LLC [2021] UKSC 45, the defendants had not shown that any applicable foreign law was materially different from English law.
4. Risk of dissipation. The court had to assess objectively whether there was a real risk that assets would be concealed, transferred or reorganised improperly to avoid enforcement. The evidence of alleged diversion of funds, dishonesty, restructuring within the corporate group and the defendants’ contractual assets, taken cumulatively, established that risk. It was unnecessary to identify a particular route or exact means of dissipation.
5. Just and convenient. The court gave anxious scrutiny to the order’s serious commercial effects. The strength of the claimant’s case and the risk of dissipation outweighed the defendants’ unsupported assertions concerning harm to their business.
6. The claimant had not materially failed in its duty of full and frank disclosure. The alleged omissions either lacked materiality, concerned facts in dispute, or had been sufficiently disclosed. Breaches of undertakings had occurred, including delay in issuing and serving the claim form and providing materials, but there was no material prejudice and the breaches were adequately explained. Discharge would have been disproportionate.
7. The application to discharge the freezing order was refused. The application to continue it succeeded.

The judgment concerned the return-date hearing following a without-notice freezing order made by Mr Justice Constable on 9 October 2025. Subsequent interlocutory orders concerning fortification and procedural directions were made by other High Court judges. The present court refused discharge and continued the order.