Key Takeaways
- In Lakatamia Shipping Co Ltd v Su & Ors [2025] EWCA Civ 1389, the Court of Appeal held a judgment debtor, his long-standing company director and a Monaco lawyer jointly liable for unlawful means conspiracy. The claim arose from the transfer of more than US$26.7 million beyond the reach of an English worldwide freezing order.
- The Babanaft proviso may protect a person outside England and Wales from punishment for contempt. It does not protect them from a civil claim for damages for helping someone breach a freezing order.
- For unlawful means conspiracy, a defendant must know the facts that make the conduct unlawful. They do not need to know that the conduct is unlawful as a matter of law, so an honest belief in an entitlement to act is no defence.
- Deliberately turning a blind eye counts as knowledge. A director cannot rely on “I only did what I was told” where the surrounding facts make ignorance incredible.
- Not every conspirator needs to commit the unlawful act personally. It is enough that one does and the others knowingly help.
- A foreign adviser who believes local professional duties conflict with an English order should raise that defence in the English proceedings rather than stop taking part.
- Whether an honest belief or justification can defeat the separate Marex tort remains an open question.
- Go Legal is rated Excellent with over 300 five-star reviews and 5/5 on Trustpilot and Google, placing our solicitors among the best-reviewed litigation lawyers in England and Wales.
Lakatamia v Su: When Are Foreign Advisers Liable for Unlawful Means Conspiracy?
A foreign lawyer who knowingly helps a client move frozen assets can be ordered to compensate the creditor in England, even if the English court could never send him to prison for contempt. That is the central lesson of Lakatamia Shipping Co Ltd v Su & Ors [2025] EWCA Civ 1389.
The Court of Appeal overturned a High Court decision that had cleared all three defendants. It held that Mr Nobu Su, his corporate director Mr Chang Tai-Chou and Monegasque lawyer Maître Arnaud Zabaldano were each liable in unlawful means conspiracy.
The decision matters to anyone enforcing a judgment against an evasive debtor. It matters equally to directors, lawyers, accountants and other intermediaries who are asked to move money connected with a person bound by an English court order.
Background: How US$26.7 Million Left Monaco
Lakatamia Shipping Co Ltd, a Liberian company, contracted with Mr Su, a Taiwanese businessman, in 2008. It took over his positions in derivatives priced by reference to the freight forward market. Mr Su was meant to buy them back a month later. He did not.
In August 2011 the High Court granted a worldwide freezing order against Mr Su and companies owned by him or his family. In November 2014 and January 2015 the court entered liability judgments against Mr Su and his companies totalling over US$47.6 million. Permission to appeal was conditional on security, which was never provided, and the appeal lapsed. Nothing was paid voluntarily. With interest and costs, the debt now exceeds US$60 million.
The Monaco villas
Cresta Overseas Ltd, beneficially owned by Mr Su, owned two villas in Monaco mortgaged to Barclays Bank. When Cresta Overseas defaulted, Barclays sought a court-ordered auction. Maître Zabaldano acted for Cresta Overseas.
On 30 September 2015, Lakatamia’s Monaco lawyer wrote to Barclays’ lawyers giving notice of the freezing order and its penal notice. The letter was copied to Maître Zabaldano. He later said he considered it irrelevant to his work.
Lakatamia tried to intervene in the Monaco proceedings. Its application failed because its supporting documents had not been translated into French. The villas were sold the same day, 21 October 2015, for €65.1 million.
The transfer
In February 2017, €27,127,855.01 of the sale proceeds was paid into Maître Zabaldano’s client account. On 21 February 2017, acting on Mr Su’s instruction, Mr Chang told him to transfer almost all of it to UP Shipping Corporation, a company owned and controlled by Mr Su’s mother. A retainer was kept back for ongoing work.
Maître Zabaldano asked fellow director Mr Garrett to co-sign. He was told Mr Garrett was no longer a director, so he accepted Mr Chang’s signature alone. On 23 February 2017 he transferred US$26,712,911.68. The money was then dissipated further.
The Monaco courts recognised Lakatamia’s judgments in July 2017, but by then the funds had gone. Mr Su was later committed to prison for 21 months for contempt for dissipating the villa proceeds.
The claim and first instance decision
In 2022, Lakatamia sued all three men for unlawful means conspiracy. It also sued Mr Chang and Maître Zabaldano under the Marex tort, which is the wrong of inducing a breach of rights under a judgment, derived from Marex Financial Ltd v Sevilleja Garcia [2017] EWHC 918 (Comm), [2017] 4 WLR 105.
Maître Zabaldano challenged the English court’s jurisdiction, lost, and then took no further part. Mr Chang never engaged. Mr Su represented himself remotely. Lakatamia chose not to seek default judgment, so it still had to prove its case at trial.
The Deputy High Court Judge found that Mr Su beneficially owned the money, that it was caught by the freezing order and that the transfer breached it. He also found that Maître Zabaldano knew of the order, the unpaid debt and Mr Su’s beneficial ownership, and knew the transfer would breach the order. A witness statement in which Maître Zabaldano said he did not know Mr Su was the ultimate beneficial owner was found to be false.
Even so, the judge dismissed every claim. He found that Mr Chang did not know of the freezing order or the judgment debt. He held that the Babanaft proviso protected Maître Zabaldano from conspiracy liability, and that his honest belief that he was entitled and obliged to act defeated the Marex claim. With both alleged co-conspirators cleared, Mr Su could not conspire alone.
The Issues
The Court of Appeal had to decide these questions:
- Was the finding that Mr Chang did not know about the freezing order or judgment debt plainly wrong? Lakatamia said his directorships, management role and involvement in the Monaco events made ignorance incredible. The judge had seen only a man who did whatever Mr Su told him.
- Does the Babanaft proviso protect a foreign person from civil liability for conspiracy? The proviso is standard wording in worldwide freezing orders, derived from Babanaft International Co SA v Bassatne [1990] Ch 13, limiting the order’s effect on persons outside the jurisdiction. Lakatamia argued it limits contempt sanctions only.
- Does an honest belief that you were entitled to act defeat a conspiracy claim? Must a conspirator know the conduct is legally unlawful, or only the facts that make it so?
- Could Mr Su be liable once the claims against the others were revived?
- Were Mr Chang and Maître Zabaldano liable under the Marex tort, and does honest belief or justification defeat that tort?
- Could a later Monaco court decision, and a letter from the Monaco Bar about local professional obligations, affect the English appeal?
The Decision
The Court of Appeal allowed the appeal and entered judgment for Lakatamia against each of the three defendants.
Mr Chang knew, or chose not to know
The court held the judge’s finding on Mr Chang’s knowledge was plainly wrong. Mr Chang was a director of at least three companies bound by the freezing order and had sworn an affidavit of assets for one of them. He was a long-standing employee managing numerous Su companies. He knew the order was one reason Cresta Overseas could not refinance, and he knew Mr Garrett had resigned abruptly as the transfer instruction was given.
He was also a director of at least three companies against which the judgments were entered, and must have known their appeal had lapsed and that Lakatamia had tried to intervene in Monaco. The court said:
“It beggars belief that Mr Chang did not know of the judgment debt or the freezing order when the villas were sold and the proceeds of sale dissipated.”
It added: “If he did not know, that can only be because he deliberately turned a blind eye and did not want to know.” Blind-eye knowledge was enough.
Honest belief does not defeat a conspiracy claim
The judge’s own findings established every element of conspiracy against Maître Zabaldano. He agreed to make the transfer, knew the instruction came from Mr Su, and knew it would breach Mr Su’s obligations under the freezing order.
It was enough that he knew the facts that made the transfer unlawful. Lakatamia did not have to prove he knew it was legally unlawful. His claimed belief that he was entitled to follow his client’s instruction therefore made no difference.
Nor did he need to commit the unlawful act himself. Mr Su’s procurement of the transfer in breach of the order was the unlawful means, and Maître Zabaldano helped him achieve it. As the court put it: “The fact that not all of the conspirators need themselves use unlawful means is significant in this case.”
The Babanaft proviso is not a civil defence
The proviso may protect a person outside the jurisdiction from penal sanctions for contempt. It does not immunise them from a compensation claim for helping the person bound by the order to breach it. The court held:
“Even assuming that Maître Zabaldano could not be committed for contempt of court by reason of the Babanaft proviso, he could nevertheless be liable in unlawful means conspiracy for assisting Mr Su to breach Mr Su’s obligations under the freezing order.”
This followed binding Supreme Court authority, in which a foreign co-conspirator benefiting from the proviso was held capable of conspiracy liability for helping a freezing order respondent breach it. The judge’s reasons for distinguishing that authority were “untenable”. Where the conspiracy was formed was relevant only to jurisdiction, not to whether the proviso defeats civil liability.
Mr Su was liable too
The claim against Mr Su had failed only because no co-conspirator remained. Once the other two were liable, so was he.
The Marex tort was left open
Because the conspiracy claim succeeded, the court did not decide the Marex claim. It declined to rule on whether honest belief negates the tort’s mental element or whether justification can ever be a defence, describing it as “a novel and developing tort”. It noted that Maître Zabaldano could have applied to the English court for directions.
The Monaco proceedings changed nothing
After the trial, a Monaco court granted Maître Zabaldano a default declaration that he had committed no fault, and the Monaco Bar wrote to the Court of Appeal about local professional duties. Neither affected the appeal:
“It was then Maître Zabaldano’s choice to take no further part in the proceedings in England, when he could have put forward a defence, on which the English court could have adjudicated, based on his professional obligations under Monegasque law.”
Impact on Stakeholders
Judgment creditors and claimants with freezing orders
Creditors gain a direct damages claim against people who help a debtor dissipate frozen assets, including foreign advisers beyond the reach of contempt. Lakatamia’s success rested on evidence: corporate roles, the notice letter, transfer records and the finding that the money would have been available for enforcement had it stayed in Monaco.
Serve notice of the freezing order on banks, lawyers and agents holding the debtor’s assets, and make sure the notice is properly translated where local proceedings are involved. Lakatamia’s Monaco intervention failed on translation alone. Where assets have already been moved through companies or into insolvency, consider our insolvency and asset recovery options alongside a conspiracy claim.
Foreign lawyers, accountants and other intermediaries
Being outside England and Wales is not a shield against civil liability. If you know the facts, such as the existence of the order, the unpaid debt and who really owns the money, your view that you were professionally obliged to obey your client will not defeat a conspiracy claim. Giving inaccurate evidence about what you knew can be fatal to your credibility.
Company directors and corporate officers
Directors who move assets on instruction cannot assume ignorance will protect them. A court will look at the directorships held, previous orders and judgments, and the circumstances of the transaction. Before acting, ask whether any freezing order or judgment affects the beneficial owner, where the money is going and why.
Judgment debtors
Routing transfers through directors, family companies or foreign lawyers does not avoid liability. Each participant can be pursued, and the debtor can face both contempt proceedings and a civil damages claim, as Mr Su did.
Commercial litigators and insolvency practitioners
The case confirms that knowledge can be inferred from the whole factual picture and from deliberate blindness. A claimant who proceeds to trial against absent defendants must still prove its case and present it fairly, but the court confirmed that “the duty of fair presentation does not extend to drawing the attention of the court to points which are hopeless in the light of binding Supreme Court authority.”
Anyone pleading the Marex tort should treat the questions of honest belief and justification as unresolved. If you need advice on a cross-border enforcement strategy, our commercial disputes and litigation team can review your position.
How to Prepare or Defend a Conspiracy Claim Involving a Freezing Order
An unlawful means conspiracy claim requires a combination of two or more people, an intention to injure the claimant (which may be inferred where loss is the inevitable result), concerted action, unlawful means and resulting loss. Dishonesty is not an element. Justification is not a defence. Breaching a freezing order and obstructing enforcement of a judgment can be unlawful means.
For a claimant
- Map each defendant’s role, directorships and dealings with the debtor.
- Prove each defendant’s knowledge of the order and judgment, including any notice letters and when they were received.
- Trace the money from the debtor’s asset to its final destination.
- Show the asset would have been available for enforcement but for the transfer.
- Identify warning signs a defendant ignored, such as resignations, unusual signatories or connected recipients.
For a defendant or professional adviser
- Establish exactly what you knew, and when, about any order, debt and beneficial ownership.
- Preserve instructions, attendance notes and correspondence.
- If local law or professional duties are said to conflict with the English order, raise and evidence that in the English proceedings.
- Do not make further transfers of potentially frozen assets without specialist advice.
Frequently Asked Questions
Speak to Our Commercial Litigation Solicitors
Lakatamia shows that everyone in the chain of an asset transfer, from the debtor to his director to his foreign lawyer, can be held liable for defeating an English freezing order. For creditors, that opens new routes to recovery. For directors and advisers, it means knowledge and blind-eye conduct will be examined closely, and absence from the English proceedings is no protection.
Our solicitors act for creditors, directors, professionals and businesses in conspiracy claims, freezing order disputes, judgment enforcement and asset recovery. We can review the documents, assess your exposure or the strength of your claim, and help you act before assets move further. Book a free consultation or call us on 0207 459 4037.
