Background
Freestream Aircraft Limited, a private jet broker, sued Seven Hundred Limited (SHL) for allegedly unpaid commission of US$837,500 on the sale of a Gulfstream G700 aircraft on 2 May 2025, claimed to be due under a fee agreement dated 11 November 2024. Freestream also sued the Second Defendant, Moonshot Investments Limited (formerly The Jet Business (International) Limited, or “TJB Old”), and its director and sole shareholder Steven Mark Varsano for inducing SHL’s alleged breach of contract. All parties operated in the private jet brokerage business as rivals.
On 30 April 2026, TJB Old sold its entire brokerage business to FX Solutions Global Limited, a company within the Flexjet group (headed by Kenneth Ricci). The consideration comprised cash (retained in TJB Old’s UK bank account) and Flexjet shares. Varsano, aged nearly 70 and a prominent TikTok personality, took up a new role as President within Flexjet. On discovery of the sale on 7 May 2026, Freestream applied for a domestic freezing injunction up to £1,850,000, contending that the business sale amounted to unjustified dissipation of assets and posed a real risk of future dissipation.
Freestream accepted that the sale was bona fide, arm’s length, unrelated to the litigation, and negotiations had predated the claim. However, it argued that the divestment of all business assets, combined with TJB Old’s absence of trading history in its new investment sectors and minimal disclosure of future intentions, demonstrated unjustified dissipation. TJB Old and Varsano contended the sale was a legitimate business transaction and that the proceeds, remaining in jurisdiction and producing healthy net assets (exceeding US$10M according to accountants’ evidence), posed no risk of dissipation.
The Court’s Holding
Justice Rushton refused the application for a freezing injunction. The court found that there was a serious issue to be tried on the merits regarding the inducement claim, but that Freestream failed to establish a real risk of unjustified dissipation. On the substantive law, the court reiterated that dissipation means “putting assets out of reach of a judgment whether by concealment or transfer” and requires showing a real risk, judged objectively, that a future judgment would not be met. A respondent need not intend to dissipate assets; the objective effect suffices. However, a respondent is entitled to deal freely with its own assets in the ordinary course of legitimate business.
The court held that the sale itself did not constitute unjustified dissipation. The facts that Freestream accepted the transaction as bona fide, for apparent full value, unrelated to litigation, and based on negotiations predating the claim, demonstrated a legitimate business dealing. The company pivoting to new investments while retaining sale proceeds in its UK bank account and maintaining net assets exceeding the claim amount was materially different from the authorities cited (Guerrero and Bravo), where English companies were closed down or stripped with no retention of proceeds. The absence of detailed disclosure about future investment intentions could not, without more, establish unjustified dissipation where the respondent’s net asset position remained healthy and sale proceeds were retained in jurisdiction. A freezing injunction cannot require a respondent to change legitimate behaviour merely to provide preferential security for the claimant.
Key Takeaways
- A bona fide business sale for apparent full value does not constitute unjustified dissipation merely because the company thereafter pivots to new ventures, especially where sale proceeds are retained in the jurisdiction.
- An applicant seeking a freezing injunction must establish a prima facie case of unjustified dissipation; the burden is not on the respondent to prove legitimacy in the absence of such a case.
- Freezing orders do not prevent respondents from conducting legitimate business transactions or using assets for lawful commercial purposes, even if the results are risky or unproven.
- Dissipation cases involving closure or dismantling of the defendant’s business with no retention of proceeds are distinguishable from legitimate asset sales where proceeds remain available and net asset position improves.
Why It Matters
This judgment clarifies important boundaries of the freezing injunction remedy. While courts will restrain defendants from making dispositions of assets that would render judgments unsatisfied, they will not use freezing orders as general security mechanisms for claims merely because a business sale occurs. Even a substantial transaction that changes a company’s direction does not justify an injunction if the sale is genuinely commercial, the consideration received is retained within the jurisdiction, and the respondent’s asset base remains adequate. The decision reinforces that respondents retain fundamental rights to manage their own affairs and assets in legitimate ways, and that suspicion or uncertainty about future conduct—absent concrete evidence of planned dissipation—cannot overcome those rights.
For litigants in disputes involving business sales or asset transfers, the judgment demonstrates that counsel must present solid evidence of actual or imminent unjustified dissipation, not merely the fact of a divestment. The court’s approach also reflects a principled concern that overuse of freezing relief for legitimate commercial transactions would undermine its proper function as a remedy against evasion of justice.