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

CVS commenced proceedings on 13 July 2022. On 19 July 2022, Grosvenor Law sought confirmation again that Aaqua was willing to provide an undertaking not to dispose of the Audioboom Shares pending the resolution of CVS’s claim.

No confirmation was forthcoming. On 21 July 2022 CVS issued an ex parte application for inter alia worldwide freezing orders against Aaqua, Aaquaverse and Mr Bonnier personally (the “WFOs Application”).

Meanwhile, on 22 July 2022:

The Defendants assert that around this time, Mr Clohessy also advised that, if the Mirador Offer was not accepted, Mirador would instead provide – via JSI, as part of a “Repo facility” – bridge financing to Aaqua of £6 million; and invest a sum similar to the amount of the Mirador Offer in AAA, to fund Aaqua.

On 25 July 2022 the WFO Application was heard by Butcher J, who granted worldwide freezing orders against Aaqua, Aaquaverse, and Mr Bonnier (the “WFOs”).

The WFOs provided that they did not prohibit the Defendants from dealing with or disposing of their assets in the “ordinary and proper course of business”, although the Defendants were required to notify Grosvenor Law in advance.

On 28 July 2022, the Defendants sought confirmation that they were permitted to sell shares in Audioboom to raise €3.2 million to pay employees and “critical” suppliers. That same day, Grosvenor Law highlighted the provision in the WFOs permitting the Defendants/Part 20 Claimants to deal with their assets in the “ordinary and proper course of business” and confirmed that CVS did not seek to prohibit them from doing so. Grosvenor Law reiterated the same to Mr Hogarth the following day. However, CVS also sought various confirmations, including as to whether there were any other assets that could be used and how the €3.2 million figure had been arrived at. That information was provided to Grosvenor Law on 30 July 2022, and the Defendants/Part 20 Claimants proceeded on the basis that their shares in Audioboom could be sold to pay salaries and suppliers.

On 9 August 2022, the Defendants/Part 20 Claimants applied to discharge or vary the WFOs. At a hearing on 12 August 2022, Butcher J found that CVS had not disclosed, at the hearing of the WFOs Application, that the assets that it had represented as available to satisfy its cross-undertaking on damages were pledged to the Bank of Singapore.

Butcher J nevertheless decided to continue the WFOs on the basis of a personal undertaking by Mr Candy to guarantee CVS’s cross-undertaking on damages (the “Personal Undertaking”) and provide fortification of the same, via a £10 million bank guarantee, by 22 August 2022. The deadline for such fortification was subsequently extended, first to 26 August 2022 and then to 5 September 2022. At the time of the second extension, Mr Candy was also ordered to fortify his Personal Undertaking by paying £1.5 million into Grosvenor Law’s client account by 31 August 2022.

The fortification of Mr Candy’s Personal Undertaking was not provided by 31 August 2022, with the consequence that the WFOs were automatically discharged. On 7 September 2022, an inquiry as to the damages caused to Aaqua, Aaquaverse, and Mr Bonnier, as a result of the WFOs, was ordered. That inquiry forms the basis of the Part 20 claim.

Pursuant to the Order of Adrian Beltrami KC dated 7 September 2022, CVS filed and served Amended Particulars of Claim on 14 September 2022.

On 30 September 2022, Aaquaverse and its subsidiaries entered into a facility agreement with JSI, pursuant to which JSI made available to Aaquaverse a facility of SG$30 million (approximately £18 million) (of which around SG$4 million (approximately £2.4 million) had already been drawn down) (the “JSI Facility Agreement”). Under this agreement, the equitable mortgage referred to in the JSI Facility Letter and the JSI Debenture were replaced by an all-asset debenture over Aaquaverse’s assets.

On 18 April 2023, following a number of extensions of time and a stay of proceedings, Mr Bonnier and Aaqua filed and served their Defence, pursuant to the Order of Calver J dated 27 March 2023.

On 26 May 2023, CVS filed and served its Reply to Defence, following an extension of time and pursuant to an Order of Henshaw J dated 16 June 2023.

A Costs and Case Management Conference took place on 24 January 2024.

Henshaw J made a Case Management Order dated 29 February 2024. Between then and 30 April 2025, a number of extensions of time were agreed resulting in the parties being due to provide disclosure and inspection of documents on 28 April 2025.

Aaqua is now insolvent. Its interest in the Part 20 proceedings was assigned to FL Hoes Ventures BV (“FL Hoes”), a Dutch company, by a deed of assignment dated 17 July 2025.

On 17 July 2025, the eve of the Pre-Trial Review, Aaquaverse and Mr Bonnier wrote to CVS to notify it that they had discovered approximately 23,000 documents which were responsive to the agreed search terms in these proceedings but had not been reviewed or disclosed (the “17-18 July Letters”).

On 18 July 2025 at the Pre-Trial Review, HHJ Pelling KC ordered the outstanding disclosable documents to be provided no later than 29 August 2025 (the “PTR Order”). Aaqua and Mr Bonnier did not comply with the terms of the PTR Order.

On 12 August 2025, HHJ Pelling KC ordered that, unless the Defendants served a Notice of Change, including an address for service in England and Wales, by 22 August 2025, the Defendants would be debarred from defending CVS’s claim and the Defendants’ Part 20 claim would be struck out (“the Unless Order”).

No Notice of Change was not served by the 22 August 2025 nor were the outstanding disclosable documents provided by 29 August 2025. On 1 October 2025, HHJ Pelling KC heard an application that the Defendants/Part 20 Claimants be debarred from defending CVS’s claim and their Part 20 claim be struck out (the “Debarring Application”) and a related, belated application by FL Hoes, Aaquaverse and Mr Bonnier for relief from sanctions (the “Relief Application”). The Debarring Application succeeded, in that the Defendants were debarred from defending CVS’s claim (the “Debarring Order”). The Relief Application failed.

HHJ Pelling KC’s order of 1 October 2025 also granted an application under CPR 19.2 to substitute FL Hoes for Aaqua as the First Part 20 Claimant for the purposes of the Part 20 claim. The Part 20 claim was vacated, subject to conditions set out in the 1 October Order.

It was in the light of this procedural history that I heard the trial of CVS’s claim over 7-9 October 2025.