English High Court Refuses Freezing Order in Aircraft Brokerage Commission Dispute

Legal Alert

August 25, 2026

The English High Court has recently handed down two decisions arising from an aviation brokerage dispute concerning the sale of a Gulfstream G700. Read together, these judgments illustrate both the willingness of the courts to order security for costs where a claimant's financial position is inadequately evidenced and the continuing difficulty of obtaining freezing relief absent cogent evidence of dissipation risk.

The underlying proceedings concern a claim by aircraft broker, Freestream Aircraft Limited, for an alleged unpaid commission arising from the May 2025 sale of a Gulfstream G700. Freestream claims that commission was payable under a brokerage agreement and also alleges that competing market participants induced the contractual breach. Liability is disputed.

Security for Costs: Court Focuses on Ability to Meet an Adverse Costs Order

The First Defendant, Seven Hundred Ltd, successfully obtained an order requiring Freestream to provide £250,000 by way of staged security for costs.

The Court held that there was reason to believe that Freestream would be unable to satisfy an adverse costs order if one were made. Importantly, the Court emphasised that this threshold does not require proof, on the balance of probabilities, that a claimant will be unable to pay. Rather, the question is whether the available evidence provides sufficient grounds for concern about recoverability.

Several aspects of the Claimant's evidence troubled the Court. Freestream's publicly available accounts showed a relatively modest net asset position over a number of years. While the Claimant sought to rely on letters from its accountants and bankers, the Court considered that those letters presented only a partial picture and were based on management information that had not been disclosed either to the Defendants or the Court.

The Court was also concerned that the Claimant relied heavily on evidence of future receivables and a substantial pipeline of anticipated transactions without providing corresponding information regarding liabilities. Evidence also emerging from related applications revealed that the Claimant had already incurred legal fees exceeding £1 million in connection with the proceedings, a liability that had not been fully reflected in the financial materials relied upon to resist the application.

A further factor was the Claimant's reluctance to provide fuller financial disclosure despite concerns having been raised many months earlier. When the Claimant sought a late adjournment to file management accounts, cash-flow forecasts and additional evidence addressing liabilities, the Court refused the request.

The decision serves as a reminder that parties resisting security for costs applications should be prepared to present a complete and transparent picture of their financial position. Reliance on historic accounts, general banking references or selective indicators of financial strength may well prove insufficient where material information regarding liabilities is unavailable or withheld.

Freezing Injunction: Legitimate Business Transactions Do Not Equate to Dissipation

In a separate application, Freestream sought a freezing injunction following the sale of The Jet Business' brokerage business to a Flexjet group company and the subsequent restructuring of that business.

Although the Court accepted that Freestream had established a sufficiently arguable underlying claim, the application failed on the crucial issue of dissipation risk. The Court reiterated that freezing orders are not a form of pre-judgment security and remain an exceptional remedy. An applicant must provide solid evidence of a real risk that assets will be moved beyond the reach of enforcement.

The evidence fell short of that standard. The Court accepted that the sale of the brokerage business had been negotiated over an extended period, pre-dated the litigation and was a genuine arm's-length commercial transaction. There was no evidence that the business had been sold at an undervalue or that the transaction had been structured to defeat creditors.

Significantly, the defendant remained a UK company, the cash consideration had been received by the company itself and remained in a UK bank account, and the evidence suggested that the company's net asset position was stronger after the transaction than before it.

The Court rejected the proposition that a substantial corporate sale or business restructuring, without more, constitutes unjustified dissipation of assets. Nor was it prepared to infer a dissipation risk merely because the defendant declined to disclose confidential transaction details or provide greater visibility regarding future investment plans.

For aviation businesses, the decision is a welcome confirmation that legitimate commercial transactions, acquisitions and business reorganisations will not ordinarily justify freezing relief simply because they alter a defendant's asset profile during ongoing litigation.

Key Takeaways for the Aviation Sector

Taken together, the decisions demonstrate the distinct purposes of two commonly sought interim remedies.

Security for costs is directed at protecting defendants against the risk of an unrecoverable costs order and may be granted where a claimant's financial position is unclear or inadequately evidenced. By contrast, a freezing injunction is aimed at preventing assets being placed beyond enforcement and requires compelling evidence of a genuine dissipation risk.

For aircraft brokers, operators, owners and investors involved in commission disputes or transaction-related litigation, the position is clear. Courts will expect parties to provide robust evidence when seeking procedural advantages. Equally, they will be slow to interfere with legitimate commercial activity or corporate restructuring in the absence of persuasive evidence that a future judgment is genuinely at risk.