Phlo Technologies Ltd v Tallaght Financial Ltd (t/a Cubefunder) [2025] EWHC 1405 (Ch) (16 June 2025)

Phlo Technologies Ltd v Tallaght Financial Ltd (t/a Cubefunder) [2025] EWHC 1405 (Ch) (16 June 2025)

There is a serious issue to be tried regarding enforceability of the loans and debenture, and damages would not be an adequate remedy for either party. The failure to give proper short notice to the respondent was a significant error of judgment but not deliberate. Material non-disclosure occurred, particularly regarding Phlo's financial position, but the deficiencies were not so grave as to warrant immediate discharge of the injunction. The balance of convenience favours continuation of the injunction pending trial, with appropriate fortification of the cross undertaking in damages.

Citation
[2025] EWHC 1405 (Ch)
Parties
Claimant: Phlo Technologies Ltd; Defendant: Tallaght Financial Ltd (t/a Cubefunder)
Jurisdiction
England and Wales
Judgment Date
16 June 2025
Procedural Posture
Interim Injunction Application / Adjourned Return Date of Without Notice Interim Injunction
Outcome
Interim injunction continued pending trial, subject to fortification of cross undertaking in damages.
Legal Topics
Interim Injunctions, Appointment of Administrators, Duty of Full and Frank Disclosure, Without Notice Applications, Floating Charges, Authority of Company Officers
Insolvency Commercial Law Civil Procedure Interim Injunctions Appointment of Administrators Duty of Full and Frank Disclosure Without Notice Applications Floating Charges +1 more

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Parties

Phlo Technologies Ltd

Claimant

Tallaght Financial Ltd (t/a Cubefunder)

Defendant

Procedural Posture

Interim Injunction Application / Adjourned Return Date of Without Notice Interim Injunction

Legal Issues

  1. 1 Whether the continuation of the interim injunction restraining out-of-court appointment of an administrator is justified under American Cyanamid principles
  2. 2 Whether the claimant breached its duty of fair presentation and/or full and frank disclosure at the without notice hearing, warranting discharge of the injunction

Ratio Decidendi

There is a serious issue to be tried regarding enforceability of the loans and debenture, and damages would not be an adequate remedy for either party. The failure to give proper short notice to the respondent was a significant error of judgment but not deliberate. Material non-disclosure occurred, particularly regarding Phlo's financial position, but the deficiencies were not so grave as to warrant immediate discharge of the injunction. The balance of convenience favours continuation of the injunction pending trial, with appropriate fortification of the cross undertaking in damages.

Court Disposition

Interim injunction continued pending trial, subject to fortification of cross undertaking in damages.

Orders

  • Phlo to provide fortification of cross undertaking in damages as previously ordered (£500,000 paid into solicitors' client account)
  • Costs reserved