Court Judgment Archives | EURO LIT INSIGHTS

Signed, Sealed… Sent? Court of Appeal on Binding Contracts by Email

by Jack Thorne and Briana Walley | Nov 3, 2025 | Court Judgment, United Kingdom

The Court of Appeal has delivered an important decision on modern contract formation in DAZN Limited v Coupang Corp [2025] EWCA Civ 1083. The court upheld the Commercial Court’s ruling that a binding contract had been concluded by email between DAZN and Coupang for the sublicensing of broadcast rights to the FIFA Club World Cup 2025. The case illustrates how, in the absence of clear “subject to contract” wording, even informal exchanges of emails may create legally enforceable obligations.

Background

FIFA held the global broadcasting rights to the FIFA World Cup, which it licensed to DAZN. DAZN was authorised to sublicense in individual territories and entered into negotiations with Coupang, a major South Korean e-commerce and streaming platform, to grant co-exclusive rights in South Korea.

Negotiations took place over WhatsApp, telephone calls, and eventually email. On 27 February 2025, Coupang emailed DAZN confirming its offer: USD 1.7 million for co-exclusive live and video-on-demand rights in South Korea. On 3 March 2025, DAZN responded by email, expressly stating that it accepted Coupang’s offer and indicating that a draft contract would follow. Over the next few days, the parties exchanged congratulatory messages and began discussing practicalities such as marketing and content production.

Court of Appeal confirms a Luxembourg Sub-Fund is not an “unregistered company” capable of being wound up under the Insolvency Act 1986

by Jack Thorne and Harry Denlegh-Maxwell | Nov 3, 2025 | Court Judgment, Regulatory/Compliance, Private Equity, United Kingdom

On 3 September 2025, the Court of Appeal handed down judgment in East Riding of Yorkshire Council v KMG SICAV-SIF-GB Strategic Land Fund [2025] EWCA Civ 1137, confirming that a “dedicated fund” of a Luxembourg specialised investment company was not an “unregistered company” within the meaning of section 220 of the Insolvency Act 1986 (the “Act”), and therefore could not be wound up by the court under section 221 of the Act.

Sections 220 and 221 of the Act provide for the winding up of an “unregistered company”, which is defined to include any association and any company that is not registered in the UK under the Companies Act 2006, including a foreign company. The Court of Appeal held that the fund in question was not an association within the meaning of the legislation (as the Council had argued), and therefore it could not be wound up by the English court.

This decision provides important clarity for UK creditors seeking to enforce their rights against foreign corporate structures, and highlights the limits of the English court’s winding up jurisdiction. This judgment effectively rules out using English insolvency procedures against these sub-funds, as the Act does not permit the winding up

When Arbitration Secrets Cross Continental Divides: The Commercial Court’s Latest Take on Confidentiality

by Campbell Herbert | Jun 25, 2025 | Arbitration, Court Judgment, United Kingdom

In the world of arbitration, where the same cast of characters regularly appears on different stages, the question of who knows what – and who can tell whom – has always been deliciously complex. The Commercial Court’s recent decision in A Corporation v. Firm B and another [2025] EWHC 1092 (Comm) serves up a masterclass in navigating these treacherous waters, with Mr Justice Foxton at the helm delivering a judgment that manages to be both pragmatic and principled.

Two Vessels and Too Many Lawyers

Picture this: A law firm, Firm B, with offices spanning continents, finds itself in the middle of a confidentiality conundrum. The London office had acted for B Corporation in a dispute about Vessel 1, which settled nicely. The firm’s Asia office was representing C Corporation in a separate arbitration about Vessel 2. The plot thickens when we learn that the opposing parties in these arbitrations – A Corporation and D Corporation, respectively – are corporate siblings, having a common beneficial owner.

A Corporation, sensing danger, sought injunctions faster than you can say “information barrier”. A’s concern? That confidential nuggets from the Vessel 1 arbitration might find their way into the Vessel 2 proceedings, giving C

What a Cargo of Wheat Can Teach Us About Jurisdiction, Justice, and the Art of Drafting Contracts

by Campbell Herbert | Jun 25, 2025 | Arbitration, Court Judgment, United Kingdom

In the pantheon of arbitration appeals, achieving success under sections 67, 68, and 69 of the Arbitration Act 1996 in a single case is rather like scoring a hat-trick in a World Cup final – theoretically possible but rarely achieved. Yet this is precisely what CAFI Commodity & Freight Integrators DMCC (CAFI) managed in its recent victory against GTCS Trading DMCC (GTCS).

The decision in CAFI v. GTCS Trading, EWHC 1350 (Comm) (2025) offers a masterclass in how arbitration can go spectacularly wrong when tribunals tie themselves in jurisdictional knots, and how the Commercial Court can untangle even the most byzantine of procedural tangles. More importantly for commercial parties, it provides welcome clarity on when disputes can span multiple contracts – and why arbitrators cannot simply blind themselves to inconvenient contractual provisions.

A Tale of Two Contracts (and Some Sanctions)

As so many modern commercial disputes do, our story begins with the inconvenient incursion of geopolitics upon the noble pursuit of profit.

GTCS agreed to sell CAFI 28,000 metric tonnes of Russian milling wheat at a rate of US$465 per tonne under a contract concluded in March 2022. The timing, one might observe, was not ideal. With US sanctions

Analysing the Case of Krishna Holdco Ltd v Gowrie Holdings Ltd: Insights into Litigation Privilege Executive Summary

by Jack Thorne and Briana Walley | Apr 8, 2025 | Insolvency, Litigation, Court Judgment, United Kingdom

Executive Summary

In a recent judgment, the High Court in Krishna Holdco Ltd v Gowrie Holdings Ltd [2025] EWHC 341 (Ch) has found that litigation privilege did apply to a valuation report prepared for the potential sale of a subsidiary company because that sale was driven by litigation – namely a dispute between two shareholders. The court’s decision underscores the intricacies associated with determining the dominant purpose of a document for the purposes of a claim to litigation privilege, and advocates for an approach which considers the wider context in which a document has been created.

Background

The dispute between Krishna Holdco Limited (Krishna) and Gowrie Holdings Limited (GHL) centers around unfair prejudice proceedings, with Krishna having previously secured a judgment requiring GHL to purchase Krishna’s shares in their jointly owned company, LBNS. The case involves multiple parties, including individual respondents and several corporate entities, with the litigation primarily focusing on the valuation of Krishna’s shares and the associated disclosure of documents.

The conflict goes back to early 2019, when tensions arose between Krishna and GHL over the management and financial stability of LBNS. A critical issue emerged regarding the potential withdrawal of banking facilities by HSBC, allegedly due to

IBM United Kingdom Limited v LzLabs GmbH & Ors: A Landmark Case in Software Licensing and Unlawful Means Conspiracy

by Jack Thorne, Edward Perkins and Louis Gregory | Apr 8, 2025 | Court Judgment, Technology, United Kingdom

Introduction

In a recent judgment, the High Court found Swiss software development company LzLabs and Co-Defendants, including tech billionaire John Jay Moores, liable for breach of contract and unlawful means conspiracy.[1] The case involves allegations of software reverse engineering and breaches of licensing agreements. The court’s judgment not only highlights the complexities of software licensing, but also brings into focus the legal boundaries of interoperability and intellectual property rights.

Background

IBM developed its first mainframe computers in 1950s. These room-sized machines initially ran on vacuum tubes and were some of the very earliest commercially available computers. Today, IBM continues to market mainframe hardware and software descended from these pioneering models, which are relied on by 67% of the Fortune 100 companies. Mainframe systems are designed to reliably and securely process large volumes of information for institutions, running commercial databases, transaction services and customer applications.

On 15 August 2013, IBM entered into a licensing agreement with Winsopia Limited, a subsidiary of LzLabs, under the IBM Customer Agreement (ICA). The agreement allowed Winsopia to use IBM mainframe software, but imposed restrictions on reverse engineering and external distribution. These restrictions were intended to safeguard IBM’s proprietary technology and prevent unauthorised use

Supreme Court Decision in Kireeva v Bedzhamov – Reaffirming the Immovables Rule

by Sunay Radia, Harry Denlegh-Maxwell and Louis Gregory | Dec 12, 2024 | Court Judgment, United Kingdom

Supreme Court Decision in Kireeva v Bedzhamov – Reaffirming the Immovables Rule

The recent Supreme Court decision in Kireeva v Bedzhamov [2024] UKSC 39 (the Judgment) has upheld the Court of Appeal’s decision not to assist a Russian receiver in foreign bankruptcy proceedings. The decision confirmed the long-established position that there is no common law exception to the Immovables Rule (the Rule) (i.e. that land situated in England and Wales is governed exclusively by English law, thereby limiting the jurisdiction of foreign courts over such property), and clarified the limitations of “modified universalism”.

This Supreme Court judgment will be of particular interest in cross-border insolvency proceedings, where attention must be paid to assets outside the jurisdiction and how they can be realised. Similarly, it will be of interest to creditors, who must carefully consider in which jurisdiction they ought to apply for a bankruptcy order.

Background

The case arose from the purported frauds of Mr. Bedzhamov (the Respondent), following two successful claims and bankruptcy petitions in Russia.

After various failed attempts at overturning the decisions in Russia, the Arbitrazh Court declared the Respondent bankrupt on 02 July 2018 and appointed Ms. Kireeva (the Appellant) as his receiver. By this time,

The Potentially Damaging Effects of Non-Compliance with PD57AC

by Harry Denlegh-Maxwell and Daisy Daynes | Oct 22, 2024 | Investment, Court Judgment, Regulatory/Compliance, United Kingdom

On 14 August 2024, in the case of Timothy Fulstow and Robert Woods v Jeremy Francis [2024] EWHC 2122 (ChD) (Fulstow), the High Court dismissed a high value investment claim, partly because the claimants’ witness statements were in clear contravention of Practice Direction 57AC (PD 57AC).

This case acts as a cautionary tale for legal representatives and their clients. It not only highlights the importance of complying with the requirements of PD 57AC when preparing witness statements, but also draws attention to the personal, albeit professional, obligations of lawyers when signing declarations of compliance with PD 57AC.

In his judgment, Deputy High Court Judge David Stone made a point of criticising the solicitor representing the claimants for submitting a ‘false’ declaration that the witness statements were compliant with PD 57AC, when they were clearly not. He went as far as questioning the suitability of the representative, suggesting that “any solicitor properly practising in this court ought to have known [that the witness statements did not comply with PD 57AC]”.

The Key Provisions of PD 57AC

PD57AC was introduced in 2021 to prevent the perceived “over-lawyering” of witness statements, and to address long-held concerns that witness statements were often too

Court of Appeal Rules in Favour of the FCA in Significant Redress Decision for all Regulated Firms

by Harry Denlegh-Maxwell, William Merry and Rebecca Geers | Oct 22, 2024 | Court Judgment, Regulatory/Compliance, Private Equity, United Kingdom

Introduction

In a landmark ruling, the Court of Appeal recently confirmed that the FCA can impose a redress requirement on an FCA-regulated firm under section 55L Financial Services and Markets Act 2000 (FSMA) without needing to meet the pre-conditions for a statutory market-wide redress scheme under section 404F FSMA.

Background

BlueCrest Capital Management UK LLP (BlueCrest) was the subject of an FCA investigation in 2021. The conclusion of this investigation found that the hedge fund breached Principle 8 of the FCA’s Principles for Businesses by failing to properly mitigate conflicts of interests when acting as an investment manager. BlueCrest was accused of making decisions that ultimately benefited an internal fund, whose stakeholders included senior partners and key employees, to the detriment of an external fund with external investors. As recompense, the FCA ordered a £40,806,700 penalty against BlueCrest and required it to redress an estimated US$700 million to its investors under section 55L FSMA.

BlueCrest challenged this decision and took its case to the Upper Tribunal. BlueCrest argued that the FCA was not permitted to impose a redress on a single firm under section 55L FSMA without taking into account the four conditions under section 404F(7) FSMA, being loss, causation,

“Dominant motive…lies in the financial interests of its backers”: High Court Strikes Out a Representative Action under CPR 19.8 by Passengers in 116,000 Delayed or Cancelled Flights

by Jack Thorne and Briana Walley | Sep 12, 2024 | Court Judgment, Transportation & Logistics, United Kingdom

On 2 September 2024, the High Court struck out an application for a representative proceeding under CPR 19.8 that had been brought against certain airlines for cancelled and delayed flights: Smyth v British Airways Plc & Ors [2024] EWHC 2173 (KB). The Court considered that the “same interest” requirement under CPR 19.8 had not been met and that the claim was motivated by financial recovery for the litigation funder, and not the interests of the would-be class. The case highlights the importance of a well-defined class and a suitable representative claimant in order for representative proceedings to proceed.

Background

Ms Claire Smyth had booked a flight with British Airways (BA) from London to Nice. A week before she was due to depart, the flight was cancelled. Under Article 7(1) of the EU Regulation 261/2004 (retained post-Brexit), Ms Smyth had the right to claim compensation against BA (who manages a portal through which passengers may claim compensation). However, Ms Smyth chose not to use the portal and instead brought a representative proceeding on behalf of her fellow travellers – not just on her flight, but anyone who had booked flights with BA or easyJet scheduled to depart from, or arrive at,

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