DSA Investments Inc (A Company Registered Under the Laws of the British Virgin Islands) v Optima Worldwide Group PLC & Ors [2020] EWHC 2770 (Ch) (12 November 2020)

DSA Investments Inc (A Company Registered Under the Laws of the British Virgin Islands) v Optima Worldwide Group PLC & Ors [2020] EWHC 2770 (Ch) (12 November 2020)

No implied undertaking in damages arose from the 3 April 2019 order as it was a final order, not an interim injunction. Even if such an undertaking had arisen, BHC could not enforce it as it was not the respondent to the order and had no proprietary interest in the shares. BHC failed to provide credible evidence of loss or causal connection to justify an inquiry into damages. The costs of the application and inquiry are to be borne jointly and severally by OWG and BHC, subject to a 20% reduction to reflect DSA's lack of ultimate success in seizing the shares, due to their conduct and repeated failures in disclosure.

Citation
[2020] EWHC 2770 (Ch)
Parties
Claimant: DSA Investments Inc; First Defendant: Optima Worldwide Group PLC; Second Defendant: Brandon Hill Capital Limited; Third Defendant: Global Prime Partners Limited
Jurisdiction
England and Wales
Judgment Date
12 November 2020
Procedural Posture
Civil Enforcement (charging Order Application) / Post Judgment Enforcement, Costs Determination
Outcome
Application for inquiry into damages dismissed; costs order made against OWG and BHC jointly and severally, with reduction.
Legal Topics
Charging Orders, Disclosure Obligations, Costs Orders, Implied Undertaking in Damages, Beneficial Ownership of Shares
Civil Procedure Enforcement of Judgments Company Law Charging Orders Disclosure Obligations Costs Orders Implied Undertaking in Damages Beneficial Ownership of Shares

Case Brief

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Parties

DSA Investments Inc

Claimant

Optima Worldwide Group PLC

First Defendant

Brandon Hill Capital Limited

Second Defendant

Global Prime Partners Limited

Third Defendant

Procedural Posture

Civil Enforcement (charging Order Application) / Post Judgment Enforcement, Costs Determination

Legal Issues

  1. 1 Whether an implied undertaking in damages arose from the 3 April 2019 order;
  2. 2 Whether Brandon Hill Capital Limited (BHC) can enforce any such undertaking;
  3. 3 Whether an inquiry should be ordered as to BHC's damages;

Ratio Decidendi

No implied undertaking in damages arose from the 3 April 2019 order as it was a final order, not an interim injunction. Even if such an undertaking had arisen, BHC could not enforce it as it was not the respondent to the order and had no proprietary interest in the shares. BHC failed to provide credible evidence of loss or causal connection to justify an inquiry into damages. The costs of the application and inquiry are to be borne jointly and severally by OWG and BHC, subject to a 20% reduction to reflect DSA's lack of ultimate success in seizing the shares, due to their conduct and repeated failures in disclosure.

Court Disposition

Application for inquiry into damages dismissed; costs order made against OWG and BHC jointly and severally, with reduction.

Orders

  • No inquiry into damages for BHC.
  • OWG and BHC to pay 80% of DSA's costs of the application and inquiry, jointly and severally.