CL-2022-000367 - [2025] EWHC 2877 (Comm)

Fecha: 05-Nov-2025

Introduction

Introduction

This judgment follows the trial of the claim of the Claimant (“CVS”) against the Defendants (“Aaqua” and “Mr Bonnier”, respectively), seeking damages. The claim is framed in fraud, for which both Aaqua and Mr Bonnier are said to be jointly and severally liable.

CVS is an investment firm incorporated in Luxembourg. It is owned by Nicholas Candy (90 per cent) and Steven Smith (10 per cent).

Aaqua is a technology start-up company that was incorporated in the Netherlands in July 2020. Aaqua was established alongside subsidiaries (“the Aaqua Group”), including Aaqua Pte, a Singaporean entity. The Aaqua Group was set up to develop a new social media software application (“the Aaqua App”).

Aaquaverse Pte Ltd (“Aaquaverse”) is a holding company incorporated in Singapore. It acquired Aaqua and subsidiaries in a restructuring of the Aaqua Group in June 2022.

The Second Defendant, Mr Bonnier, is a businessman resident in the UAE. He is married to Ms Nashida Islam-Bonnier. At all material times, Mr Bonnier was the directing mind of Aaqua.

Audioboom Group PLC (“Audioboom”) is a company incorporated in Jersey and listed on the Alternative Investment Market (“AIM”) of the London Stock Exchange. Audioboom provides podcast marketing and analytics.

All Active Asset Capital (“AAA”) is a technology investment firm which held various investments including shares in Audioboom and a minority stake in the application-based technology company, Sentiance NV. On 13 October 2021, AAA acquired a 32.5% shareholding in Aaquaverse through a share exchange transaction in which CVS exchanged its shares in Aaqua for shares in AAA. Both Mr Bonnier and Ms. Islam-Bonnier are minority shareholders in AAA.

On 15 February 2021, CVS and Aaqua entered into three agreements (“the Three Agreements”):

(1)

The “Aaqua Subscription Agreement”, by which CVS subscribed for 15,000 shares in Aaqua for a total consideration of €7.5 million.

(2)

The “Purchase Agreement”, by which Aaqua agreed to buy 1.5 million shares in Audioboom from CVS for a total consideration of £6.75 million.

(3)

The “Relationship Agreement”, by which CVS and Aaqua agreed that the sum of €7.5 million owed by CVS to Aaqua and the sum of £6.75 million owed by Aaqua to CVS would be set off against each other, with no payments required by either except stamp duty and brokers’ commissions.

CVS alleges that it was induced to enter into the Three Agreements by fraudulent misrepresentations made by Mr Bonnier on behalf of Aaqua, regarding Aaqua’s current and future dealings with Apple and LVMH Moët Hennessy Louis Vuitton (“LVMH”). CVS relies on three alleged fraudulent misrepresentations:

(1)

That Mr Bonnier had had significant discussions with Apple and LVMH regarding proposed investments by those companies in Aaqua, and he honestly and reasonably believed that they would invest in Aaqua.

(2)

That there existed binding conditions precedent between Aaqua and Apple/LVMH which, once satisfied, would lead to those companies’ obligations to invest in Aaqua becoming unconditional.

(3)

That negotiations with Apple and LVMH were at an advanced stage, and Apple and LVMH had commented on draft contractual documents during those negotiations.

10.

The original claim in fraudulent misrepresentation by CVS against Aaqua and Mr Bonnier was joined with a Part 20 claim by Aaqua, Aaquaverse and Mr Bonnier against CVS and Mr Candy. Pursuant to an order dated 3 October 2025 by HHJ Pelling KC, the Part 20 claim was vacated for reasons set out in the context of the procedural history below.

11.

The argument for CVS was presented to me by Mr Jonathan Nash KC for CVS, with assistance from his junior Mr Ian McDonald. Mr Bonnier represented himself. Aaqua was not represented.