[2025] EWHC 2501 (Ch)

By application dated 17 June 2025 (“the Application”) the Applicant, Sanman Properties Limited (“Sanman”) seeks permission to bring contempt proceedings against the First Respondent, Samuel Ginda (“Mr Ginda”) and the Second Respondent, TGDM One Limited (“TGDM” and together “the Respondents”). The application for permission is made under CPR 81.3(5)(b).

The background to this matter is complex, but for present purposes the following background is sufficient.

Sanman says that it entered into an agreement pursuant to which 2020 Living Limited (“2020”) agreed to pay to it 50% of the profit made by 2020 from a development known as “the Square”, which consisted of a residential development (“the Residential Development”) and a hotel development (“the Hotel Development”).

By various transactions the benefit of the Residential Development was transferred to TGDM and the benefit of the Hotel Development was transferred to a company called Taylor Grange 2 Limited (“D4”).

At all material times, Mr Ginda was a director of 2020 and is a director and the ultimate beneficial owner of TGDM and D4.

Sanman asserted that the other defendants to its claim (including Mr Ginda, TGDM and D4): (a) wrongly conspired together to cause the benefit of the Residential Development to be transferred to TGDM and the Hotel Development to D4; and (b) wrongly induced 2020 to breach its contract with Sanman by making those transfers.

At the time when the statements, which form the subject matter of the Application, were made, a split trial of liability and quantum had been directed and the first of those trials (liability) had yet to take place. Subsequently, the liability issue has been determined in Sanman’s favour, following the liability trial, although that determination is subject to appeal.

Of particular relevance to the Application is the accepted fact that, on 30 June 2021, TGDM entered into a development management agreement with Cortland Development UK Limited (“Cortland” and “the DMA”). Under the DMA, TGDM was entitled to receive a monthly development management fee of £66,666 and a final payment, to be calculated in accordance with the terms of the DMA.

On 21 September 2022, TGDM undertook not to dispose of its assets up to a limit of £8 million, pending determination of Sanman’s claim.

On 8 October 2024, Sanman applied to increase the financial limit on TGDM’s funds which were frozen, from £8 million to £10.9 million and for a freezing order to be made in place of the existing TGDM undertaking.

The freezing order application was heard by me on 18 October 2024. I made a freezing order which placed a financial limit of £10.8 million on the funds of TGDM which it froze and required TGDM to provide details of any of its assets over £10,000 (“the Freezing Order”)