Musst Holdings Ltd v Astra Asset Management UK Ltd & Anor [2026] EWHC 357 (Ch) (20 February 2026)
The Court held that Crown II and Crown III were Eligible Investments under the Octave Contract, applying the contract's definitions and the commercial context. The Court found that the Octave Contract was novated to Astra LLP and Astra UK in respect of Crown II and III, making Astra liable for management and performance fees to Musst. Astra breached its contractual obligations by failing to account and pay. The Court rejected Astra's arguments on construction, novation, and limitation. The claims for negligent misrepresentation and deliberate concealment were not established on the facts. The unjust enrichment claim did not arise as the contract claim succeeded.
- Citation
- [2026] EWHC 357 (Ch)
- Parties
- Claimant: Musst Holdings Limited; First Defendant: Astra Asset Management UK Limited; Second Defendant: Astra Asset Management LLP
- Jurisdiction
- England and Wales
- Judgment Date
- 20 February 2026
- Procedural Posture
- Commercial Contract Dispute / Judgment After Second Trial
- Outcome
- Judgment for the Claimant on the contract claim; other claims dismissed.
- Legal Topics
- Novation, Breach of Contract, Misrepresentation, Unjust Enrichment, Limitation, Good Faith, Interpretation of Financial Contracts
Case Brief
Summary, issues, holding and outcome
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Parties
Musst Holdings Limited
Claimant
Astra Asset Management UK Limited
First Defendant
Astra Asset Management LLP
Second Defendant
Procedural Posture
Commercial Contract Dispute / Judgment After Second Trial
Legal Issues
- 1 Whether Crown II and Crown III were 'Eligible Investments' under the Octave Contract
- 2 Whether the Octave Contract was novated to Astra LLP and Astra UK in respect of Crown II and Crown III
- 3 Whether Astra breached contractual obligations to account and pay fees to Musst
Ratio Decidendi
The Court held that Crown II and Crown III were Eligible Investments under the Octave Contract, applying the contract's definitions and the commercial context. The Court found that the Octave Contract was novated to Astra LLP and Astra UK in respect of Crown II and III, making Astra liable for management and performance fees to Musst. Astra breached its contractual obligations by failing to account and pay. The Court rejected Astra's arguments on construction, novation, and limitation. The claims for negligent misrepresentation and deliberate concealment were not established on the facts. The unjust enrichment claim did not arise as the contract claim succeeded.
Court Disposition
Judgment for the Claimant on the contract claim; other claims dismissed.
Orders
- Astra LLP and Astra UK are liable to account to Musst for management and performance fees in respect of Crown II and Crown III under the Octave Contract.
- Quantum of fees to be determined at a consequential hearing.
Full Case Text
Judgment text and source record
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