Musst Holdings Ltd v Astra Asset Management UK Ltd & Anor [2026] EWHC 357 (Ch) (20 February 2026)

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

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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

  1. 1 Whether Crown II and Crown III were 'Eligible Investments' under the Octave Contract
  2. 2 Whether the Octave Contract was novated to Astra LLP and Astra UK in respect of Crown II and Crown III
  3. 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.