Tripwire South LLC v Astor International Limited & Ors

An application to discharge or vary a freezing order after a contested return date requires proof of a material change of circumstances. The change must have a causal connection with the reason for the injunction and must be such that the order should be varied or discharged. It is insufficient that a later judge might reach a different conclusion.

Once material change is established, the court must reconsider whether continuation remains just and convenient, but the application does not provide carte blanche to reopen matters previously decided. A foreseen event occurring does not itself constitute a material change, particularly where discharging the order would not undo its consequences.

Tripwire South LLC obtained a freezing order against Astor International Ltd, Astor Defence Ltd and Mr Henry Turnbull. Constable J granted the order without notice on 9 October 2025, and Cotter J continued it after a contested return date, giving reasons in [2025] EWHC 3137 (KB).

The defendants applied to discharge or vary the order. They relied on alleged banking difficulties, loss of financing and a contract, alleged litigation funding and competitive conduct, a counterclaim, possible joinder of parties, and developments in related foreign litigation. They also sought undertakings, additional fortification and other forms of relief. The central issue was whether those matters amounted individually or collectively to a material change of circumstances.

1. Application dismissed. None of the eight matters relied on by the defendants, individually or collectively, amounted to a material change of circumstances.
2. The governing principle from Chanel Ltd v F W Woolworth & Co Ltd [1981] 1 WLR 485 applied. A party cannot reargue an interlocutory issue previously contested unless there has been a significant change of circumstances or previously unavailable facts.
3. The change must be material. Following The Processing Centre Ltd v Pitney Bowes Ltd [2017] EWHC 3903 (QB) and Kea Investments Ltd v Watson [2020] EWHC 472 (Ch), there must be a causal connection between the change, the injunction and the reasons for seeking variation. The court must avoid treating the application as an appeal against the earlier decision. A material change may require reconsideration of whether continuation remains just and convenient, but it does not permit wholesale reopening of the original decision.
4. The banking difficulties were not materially different from those already contemplated. The evidence indicated that Barclays’ restrictions arose principally from regulatory review and the defendants’ failure to answer earlier enquiries, rather than from the operation of the freezing order. The alleged financing difficulty and related contract loss had also been foreseeable and considered at the return date. The fact that a foreseen event occurs does not create a material change, particularly where discharge would not reverse the loss.
5. The alleged litigation funding, counterclaim, possible joinder and foreign proceedings did not alter the assessment of the merits, dissipation risk or balance of justice. The court remained satisfied that there was a real risk of dissipation, including dissipation of the value of contracts.
6. Replacing the injunction with undertakings was not justified. The court was not obliged to accept undertakings offered later, and replacing the order would not materially alter the defendants’ position. Further consent conditions, additional fortification and a notification injunction were also refused. The defendants had not established that a notification order would provide adequate protection.

The judgment concerns a first-instance application to discharge or vary an interlocutory freezing order. The order had previously been granted without notice and continued after a contested return date, with reasons given in [2025] EWHC 3137 (KB).