DBLP Sea Cow Limited v Lars Steffensen

A party debarred from defending remains unable to participate substantively in the proceedings, subject to the limited terms of the debarring order and any residual case-management discretion. The claimant must nevertheless establish entitlement to the relief sought. Summary judgment may be granted where the defence has no real prospect of success and there is no compelling reason for a trial.

A document prepared to give a third party the appearance of rights and obligations different from those actually agreed is a sham and has no contractual effect between the parties. Where proprietary and personal remedies are inconsistent, the claimant must ordinarily elect. If information necessary for a fair election is unavailable because of the defendant’s conduct, the court may postpone the election and order further information, but should not make immediately operative duplicative orders.

DBLP claimed equitable relief concerning 2.5 million Rezolve AI plc shares transferred to Lars Steffensen under a share purchase agreement. The agreement required him to hold the shares on bare trust pending payment and prohibited dealings with them. He sold the shares and relied on a later document which he said superseded the original agreement.

Interim orders were made by Rajah J and Mellor J. Following breaches of those orders, Sir Anthony Mann made an order debarring Mr Steffensen from defending. He did not comply, file a Defence or seek relief from sanctions. DBLP sought summary judgment under CPR 24, continuation of the injunction and equitable relief. The central issues were whether the later document governed the parties’ relationship, whether the claim could be determined summarily, and what relief was appropriate.

1. Effect of debarring order. The order’s terms determine what the defendant is debarred from doing. A defendant debarred from defending will ordinarily be unable to give evidence, call or cross-examine witnesses, or make substantive submissions. A narrow residual discretion may permit limited participation where necessary. The claim does not proceed automatically by default: the claimant must still satisfy the court that it is entitled to the relief sought.
2. Summary judgment. The court accepted that CPR 24 was the appropriate route because DBLP reasonably believed that a reasoned judgment on the merits might be more readily enforced abroad than a default judgment. The court applied the two-limb test in CPR 24.2. It also recognised a duty of fair presentation where summary judgment is sought in circumstances in which default judgment might otherwise be available.
3. Merits. The contemporaneous documents showed that the 16 May SPA, as varied on 17 July and 1 August 2025, was the governing agreement. The later document was created by Mr Steffensen and Mr McKeeve to satisfy the broker’s compliance team and to conceal the trust and payment provisions. It was not agreed by DBLP and was a classic sham. It therefore had no effect between the parties, including through its entire agreement clause. Mr Steffensen had no real prospect of establishing otherwise.
4. Relief. The shares were held on the bare trust declared by the SPA and Variations. Any sale proceeds actually retained by Mr Steffensen were also held on trust. The court held that a proprietary claim to retained proceeds and personal equitable compensation overlap and are inconsistent to that extent. Since information needed for a fair election was unavailable because of Mr Steffensen’s non-compliance, an immediate election was unreasonable. The court would not make duplicative orders, but compensation for the shortfall between the sale proceeds and the value required to reconstitute the trust could be ordered without overlap. The injunction was discharged, save for paragraph 8 pending consequential matters.
5. Summary judgment was granted. Consequential terms of the equitable relief, discharge of the injunction and costs were left for further submissions.

This was a first-instance decision. Earlier interlocutory orders in the same proceedings included an interim proprietary injunction by Rajah J, [2025] EWHC 2732 (Ch), an information and disclosure order by Mellor J, [2025] EWHC 2983 (Ch), and a debarring order by Sir Anthony Mann.