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

MR PETER KNOX KC and MS KATHARINE BAILEY (instructed by Taylor Wessing LLP) appeared on behalf of the Claimant.

Mr Justice Leech:

I. Introduction

A. The Dispute

(1) The First Claim

• This is my judgment following the second trial of a number of claims brought by the Claimant, Musst Holdings Ltd (“Musst“) against the First Defendant, Astra Asset Management UK Ltd (“Astra UK“) and the Second Defendant, Astra Asset Management LLP (“Astra LLP“) (together “Astra“). In Claim No. BL 2018 002369 Musst claimed the payment of fees which it claimed were due under an introduction contract dated 18 April 2013 (the “Octave Contract“) together with associated relief. On 29 April 2021 the Claim Form in the second and present action was issued in which Musst claimed that further fees were due under the Octave Contract. I will refer to the first action as the “First Claim” and the second and present action as the “Second Claim“.

• In April and May 2021 Freedman J (the “Judge“) heard the trial of the First Claim together with the trial of Claim No BL 2019 001483 (the “Defamation Claim“) and I will refer to it as the “First Trial“. After receiving further written submissions he handed down a detailed judgment dated 17 December 2021 (the “Trial Judgment“): see [2021] EWHC 3432 (Ch). On 18 March 2022 he handed down a second judgment dealing with a number of consequential matters (the “Consequentials Judgment“): see [2022] EWHC 629 (Ch). Musst was the successful party and Astra appealed. On 13 February 2023 the Court of Appeal handed down judgment dismissing the Appeal: see [2023] EWCA Civ 128. Falk LJ gave the only reasoned judgment with which both Peter Jackson and Whipple LJJ agreed and I will refer to her judgment as the “CA Judgment“. Finally, on 28 February 2023 (i.e. two weeks later) Freedman J handed down judgment dismissing Astra’s application to strike out the Second Claim and for reverse summary judgment (the “Strike Out Judgment“): see [2023] EWHC 432 (Ch). It will be necessary for me to consider all of these decisions in some detail in the course of this judgment and I do not therefore discuss them any further in this introductory section.

• The Judge set out the essential background to both actions in the introduction to the Trial Judgment and it easiest for me simply to set out the relevant paragraphs by way of introduction myself. I gratefully adopt the defined terms and abbreviations which he used below:

“I Introduction

1. This judgment arises out of two claims heard together, one referred to as the “Contract Claim” and the other as the “Defamation Claim”. In the Contract Claim (which is Claim No BL-2018-002369), Musst Holdings Limited sues Astra Asset Management UK Limited (“Astra UK”) and Astra Asset Management LLP (“Astra LLP”) for fees for effecting two introductions, and for access to their books and records to assess all the fees that are properly due to them or on account. The term “Musst” is used for Musst Holdings Limited. Where it is intended to refer to the Musst group of companies, the term “MUSST” is used. The term “Astra” is used collectively for the Defendants in the Contract Claim. In the Defamation Claim (which is Claim No BL-2019-001483), Astra UK and Astra Capital International Limited (“Astra Capital”) sue Mr Siddiqi and Musst Investments LLP (“Musst LLP”) on the basis that Mr Siddiqi, while acting on behalf of Musst LLP, made defamatory oral statements about them in Rome in June 2016. The term Astra is also used collectively in context to refer to the Claimants in the Defamation Claim. These and other statements also form the subject matter of the counterclaim in the Contract Claim.

II The background

2. Musst is an entity which is wholly beneficially owned by Saleem Siddiqi. Since 2010, he has been married to Alexandra Galligan. She too works in the financial services industry, and since 2009 she had worked for an organisation called Matrix Money Management Limited (“Matrix”), which was part of a group of companies known as the Matrix group. She reported to Mr Luke Reeves, who was the Head of Retail and Institutional Business.

3. Since the collapse of Matrix in late October or early November 2012, Ms Galligan has worked for Musst. Astra LLP was at all material times controlled by Mr Anish Mathur, who is also the ultimate beneficial owner of Astra UK through Astra Capital, a BVI company. Musst LLP is a UK LLP in which both Mr Siddiqi and Ms Galligan are partners and through which they conduct business.

4. Musst’s claim is made under the Octave Contract, a written contract dated 18 April 2013, which was originally entered into with Octave LLP and Octave Limited (collectively “Octave”), under which Octave Limited agreed to pay Musst a 20% share of management and performance fees Octave received from clients whose funds Octave managed, and to whom Octave had been introduced by Musst. At the material time, Mr Mathur was a member of Octave LLP. The fees were payable in return for introducing clients who invested in an investment strategy primarily focused on “synthetic ABS”, i.e. synthetic asset backed securities, a type of financial product which was trading at very low prices relative to their face value after the financial crash of 2008, but which Mr Mathur (who had considerable expertise in such investments) expected in 2011 and 2012 to increase substantially over a three-year period. The Octave Contract defines investments made in Mr Mathur’s strategy as “Eligible Investments”.

5. Under this contract, Musst says that it introduced at least two clients (a) a US client, 2B LLC (hereafter “2B”), and (b) a Swiss client, Crown Managed Accounts SPC (hereafter “Crown”). 2B agreed to invest in February 2013 (i.e. before the Octave Contract was actually concluded, but after its “Effective Date”), and Crown agreed to invest in June 2013. In both cases, they invested in “managed accounts” – i.e. accounts managed by Octave but managed in turn by Astra LLP on Octave’s behalf. The reason for this arrangement is that, at this point, none of the Astra entities had regulatory authority to manage the accounts themselves, so Astra LLP acted under Octave’s “umbrella”. 2B initially invested US$20 million for Octave to manage, and Crown initially invested $40 million for Octave to manage in synthetic asset backed securities.

6. At first, Octave LLP paid the agreed share of fees received from both clients until 10 November 2014 (in the case of Crown), and until 3 February 2015 (in the case of 2B). Shortly before the earlier date, Astra LLP obtained the necessary regulatory approvals. Musst’s case is that with Musst’s and Octave’s consent, (a) Astra LLP took over the management of the clients’ respective funds in place of Octave, (b) it received fees for doing so just as Octave had done, and (c) it asked Musst to send its invoices to Astra LLP instead of Octave, which Musst then did. In relation to Crown, it split the invoices between Octave and Astra LLP for the fees accruing before and after 1 September 2014, and in relation to 2B it sent its first invoices in February 2015. Astra LLP then paid these invoices and Octave dropped out of the picture. The fees payable in relation to 2B were payable monthly, and those in relation to Crown were payable quarterly, as this was how Octave and Astra LLP were paid.

7. By late April 2016, the management of the clients’ funds had been transferred to Astra UK. Astra UK sent to Musst the invoice which it, Astra UK, had sent to 2B for its management of 2B’s funds in April 2016. By reply on 13 May 2016, Musst as requested sent its invoice, but still made out to Astra LLP. Astra UK then paid this fee, and on 16 May 2016 it asked for all future invoices to be sent to itself rather than Astra LLP.

8. Astra UK thereafter did not provide the information sought for Musst to work out the precise amount of the invoices. On 28 July 2016, Musst sent to Astra UK three invoices, one in relation to Crown (for the period April to June 2016), and two in relation to 2B (for May and June 2016), which Astra UK did not pay. In August 2016, it denied it was under an obligation to pay them, since then nothing has been paid.

9. Musst claims that the Octave Contract was novated to Astra LLP (or at least Astra LLP took on its liabilities), first in relation to the Crown account (in November 2014 or February 2015) and then in relation to the 2B account (in February 2015), after Astra LLP had taken the management of these accounts from Octave; and that it was then in turn novated on to Astra UK in May 2016 (alternatively in late July 2016) in relation to both accounts.

10. Musst claims the payment of fees and access to the Defendants’ books and records under the Octave Contract in return for introducing 2B and Crown who made investments in managed accounts. It also claims an account of all sums that have been received by Astra LLP and Astra UK from any other investors in addition to 2B and Crown.”

• The Judge set out the corporate structure and ownership of Astra and Octave in the First Judgment, at [79] to [81] and also the establishment of Astra Special Situations Credit Fund Ltd (“ASSCFL“), which was the principal fund which Octave (and then Astra) promoted:

“79. Third, by September 2012:

(1) Mr Mathur had set up Astra Capital on 24 July 2012, of which he was the 76% beneficial owner, and in which, initially, Mr Joshi had 4% and Octave 8% of the shares. Dr Adler had 5%. However, Mr Mathur did not become a director of Astra Capital until 19 October 2012.

(2) Astra UK was incorporated on 6 August 2012. Initially, its members were Mr Joshi and Mr Phillips (to March 2013 and October 2013 respectively). Mr Mathur did not become a director until 21 March 2013.

(3) Mr Mathur had also, on 7 August 2012, set up Astra LLP. Mr Mathur did not become a member of Astra LLP until 21 November 2012.

(4) Astra Capital, at least in due course, had 51% of the votes in Astra LLP (as to the rest, Mr Mathur had 29% and Mr Holdom and Dr Adler each had 10%). As of 7 August 2012, it may be that Astra UK and Octave Capital Management were members of Astra LLP.

(5) Mr Mathur had set up the Astra Special Situations Credit Fund Ltd (hereafter “ASSCFL”) on 11 October 2012.

80. As for Octave, the ownership position (at least by April 2013) was that:

(1) Octave Ltd was owned as to 39.25% by Mr Joshi; 5% by Mr Phillips; 6% by a Mr Holt, and 2.5% by Mr Holdom;

(2) Octave Ltd owned 100% of Octave Capital Management Ltd, which in turn held 65% of the votes of Octave LLP (the rest being held as to 15% by Mr Joshi, 5% by Mr Holdom, 5% by Mr Holt, 5% by Mr Phillips and 5% by Mr Mathur). Mr Mathur says that it was on 6 November 2012 that he became a member of Octave LLP.

81. The various agreements necessary to give effect to the intended arrangements between Octave and Astra in relation to ASSCFL were not concluded until 29 November 2012. In the meantime, Mr Mathur was registered with the FSA to perform the controlled functions as a partner with Octave LLP on 30 October 2012, and Astra LLP became Octave LLP’s appointed representative on 6 November 2012, when it moved into Octave’s premises in Ironmonger Lane in the City.

Continue reading this Judgment here.