[2025] EWHC 2501 (Ch)

A Strong Prima Facie Case that the Statements are False?

the payment received by TGDM from Cortland was £12,347,892, but Mr Ginda said that TGDM had received £10,289,910 from Cortland; and

in paragraph 44 of Ginda’s witness statement of 18 April 2025, he says that, whilst Cortland paid £12,347,892 to TGDM, this consisted of £10,289,910 plus VAT, which is consistent with what he said in his witness statement of 10 October 2024 and affidavit of 12 November 2024. Mr Ginda also refers to an exhibit, “SG9” to his witness statement which refers to “net income received” of £10,289,910, which he suggests means “net of VAT”. However, Mr Watson says that explanation, for what is said in paragraph 15 of the witness statement and paragraph 8 of the affidavit, is unconvincing because:

the DMA defines the “Final Payment” as a VAT exclusive figure. When Mr Ginda used the capitalised term “Final Payment” in his witness statement and affidavit, this clearly indicated that what he was referring to was the “Final Payment” as defined in the DMA and that figure was correctly stated as £10,289,910;

in paragraph 15 of his witness statement of 16 October 2024, Mr Heer refers to Jones Day (Cortland’s solicitors) having confirmed that the VAT exclusive amount of the Final Payment is £10,289,910, so Mr Heer did understand that figure to be, the VAT exclusive amount paid by Cortland;

there was a suggestion by Mr Watson, in his submissions, that perhaps the difference between the £10,289,910 which Mr Ginda refers to as the “Final Payment” and the £12,347,892 TGDM received, is not VAT, but this cannot be correct because £10,289,910 has been independently confirmed by Jones Day to be the amount of the Final Payment exclusive of VAT and 20% of £10,289,910 is £2,058,892 being the difference between £10,289,910 and the total payment of £12,347,892, which TGDM received from Cortland;

when Sanman sought to increase the limit on the Freezing Order from £8 million to £10.9 million, the increase was justified (by Mr Heer, in his affidavit of 8 October 2024) not according to how much TGDM would receive from Cortland, but by reference to: 50% of the likely profit (on Sanman’s case) from the Square Development, plus costs, as follows:

the exhibit to Mr Ginda’s witness statement of 10 October 2024 made it clear that the £10,289,910 was a “net” figure, which clearly meant “net of VAT”.

it is common ground that the DMA does define the “Final Payment” as a VAT exclusive figure. Whilst Mr Watson did say that there was no evidence that TGDM had accounted to HMRC for £2,058,892 in VAT, he stopped short of asserting that that sum does not represent VAT on the “Final Payment” of £10,289,910. The evidence, such as it is (see paragraph 29 (c) above) suggests that it is and I proceed on the basis that the £2,058,892 is VAT on the sum of £10,289,910;

in paragraph 15 of his witness statement of 10 October 2024 and paragraph 8 of his affidavit 12 November 2024, Mr Ginda uses the capitalised term “Final Payment”. The DMA defines “Final Payment” (which is a capitalised term in the DMA) as the VAT exclusive figure to be paid to TGDM, to be calculated in accordance with a formula set out in the DMA. If Mr Ginda is therefore taken, by his impugned statements (“The Final Payment received under the [DMA] was received from Cortland on 30 September 2024. The Final Payment received is £10,289,910.”) to mean only that £10,289,910 was the value of the Final Payment as defined by the DMA, which TGDM had received from Cortland, then the statements are not false;

when I put it to Mr. Watson, that Mr Ginda does not say that the total sum received from Cortland was £10,289,910, but instead that the Final Payment under the DMA was £10,289,910, which if taken literally appears to be true, Mr. Watson said that the statement is at least deliberately misleading and therefore false. Mr Watson said that the test of what was meant by a statement is what a reasonable objective observer would understand it to mean. Mr Ginda has not put in any evidence in response to the Application to explain what he did mean and I should look at what Mr Ginda did after he made those statements: (i) he made a further false statement about the amount of money in TGDM's bank account (allegations 2 - 4) had he revealed the correct figure in TGDM’s bank account then it would have been obvious that TGDM had received more than £10,289,910 from Cortland; and (ii) he paid £250,000 to Samuel & Co and £540,000 to Skybridge out of the VAT element of the payment TGDM received from Cortland, which was not disclosed to Sanman. These actions (says Mr Watson) support the conclusion that Mr Ginda meant to mislead Sanman into believing that TGDM had only received £10,289,910 from Cortland.

Mr Ginda:

I accept that the test for what Mr Ginda should be taken to have meant by the impugned statements is, what a reasonable objective observer would conclude he meant. In order for the court to find that the statements were false, in contempt proceedings, Sanman would need to prove, to the criminal standard (that is beyond reasonable doubt) that what it says is the true meaning of the words used by Mr Ginda are their true meaning. In circumstances where a literal interpretation of the words used would support the conclusion that they were not untrue, I am not satisfied that Sanman has a strong prima facie case that the statement “The Final Payment received under the [DMA] was received from Cortland on 30 September 2024. The Final Payment received is £10,289,910” is false in the sense that a reasonable objective observer would take that statement to mean that the total sum which TGDM had received from Cortland was £10,289,910, bearing in mind that this would need to be proved beyond reasonable doubt.

A Strong Prima Facie Case that Mr Ginda Knew the Statements were False?

given Mr Ginda’s position as sole director and ultimate beneficial shareholder of TGDM, he would know how much money it received from Cortland and therefore he knew that what he said in paragraph 15 of his witness statement of 10 October 2024 and paragraph 8 of his affidavit sworn on 12 November 2024 was untrue; and

Mr Ginda’s motive for making the deliberately false statements was to deny Sanman the opportunity to seek a higher limit on the Freezing Order, at the hearing on 18 October 2024, so that he could use the additional £2 million received from Cortland for his own purposes (in particular paying Samuel & Co £250,000 and Skybridge £540,000) without breaching the financial limit on the Freezing Order.

even if there is some basis for contending that Mr Ginda’s statements were not true, there is no basis for concluding that he knew them to be false. It is not enough for Sanman to simply assert that Mr Ginda “must know” the correct figure;

the payments to Samuel & Co and Skybridge were made before the limit on the Freezing Order was increased to £10.8 million; and

even if the additional VAT payment had been specifically disclosed to Sanman, it would form no basis for seeking an increase in the financial limit on the Freezing Order, beyond the £10.9m sought in Mr Heer’s affidavit of 8 October 2024 sworn in support of the application for the Freezing Order (see paragraph 29(d) above).