Candy Ventures SARL v Aaqua BV: fraudulent misrepresentation and investor protection

The Commercial Court has delivered a significant judgement on fraudulent misrepresentation in Candy Ventures SARL v Aaqua BV & Anor [2025] EWHC 2877 (Comm), awarding damages of £4,623,919 to an investment firm deceived by false claims about major corporate investments.

CVS, a Luxembourg investment firm owned primarily by Nicholas Candy, brought proceedings against technology start-up Aaqua BV and its directing mind, Robert Bonnier. The claim centred on three agreements executed on 15 February 2021, whereby CVS subscribed for 15,000 shares in Aaqua for €7.5 million whilst simultaneously selling 1.5 million Audioboom shares to Aaqua for £6.75 million, with the sums set off against each other.

CVS alleged it was induced to enter these agreements by three fraudulent misrepresentations concerning purported investments by Apple and LVMH Moët Hennessy Louis Vuitton. Mr Bonnier had represented that he maintained significant discussions with these corporations regarding investments totalling approximately €960 million, that binding conditions precedent existed which would trigger unconditional investment obligations, and that negotiations had reached an advanced stage with both companies commenting on draft contractual documents.

Procedural complications and the debarring order

The proceedings were complicated by the defendants' failure to comply with court orders. Following an unless order issued by HHJ Pelling KC on 12 August 2025, the defendants were debarred from defending CVS's claim when they failed to serve a Notice of Change by 22 August 2025. This meant the defendants could not advance factual evidence or cross-examine witnesses, though they could make legal submissions on CVS's evidence.

Mr Justice Bright addressed concerns about Article 6 ECHR rights, finding no breach given that defendants had opportunity to comply with court orders and the sanction was proportionate to ensure compliance with case management directions.

Findings on falsity and knowledge

The court found all three representations were demonstrably false. Mr Bonnier admitted during trial that he had never discussed Aaqua with Apple representatives except for one off-the-record meeting in August 2021, and that Apple had no involvement in drafting the Framework Agreement presented to CVS. No evidence emerged of substantive negotiations with either Apple or LVMH.

Critically, Mr Bonnier conceded in his witness statement that he "went too far" in his communications and that "no conditions precedent had been agreed or even discussed" with the supposed tactical partners. The court found Mr Bonnier not only made false representations but knew them to be false.

Intention and reliance

The judgement establishes that Aaqua's financing model provided clear motivation for the fraud. Evidence demonstrated that Aaqua was effectively financed through selling Audioboom shares, having no other significant revenue sources. Mr Bonnier required a liquid asset base, which the Audioboom shares provided.

The defendants attempted to rely on contractual provisions, including entire agreement clauses and representations that CVS conducted its own due diligence, to exclude liability. The court rejected these arguments, applying established principles that fraud unravels all contractual protections absent express and clear exclusion of liability for fraud.

Quantum and mitigation

Damages were assessed as the difference between the value of Audioboom shares transferred (£5,737,500) and the value of AAA shares subsequently received when CVS exchanged its Aaqua shareholding (£1,113,581). The court rejected the defendants' mitigation arguments, noting they had adduced no evidence to prove an alternative offer was genuine.

The case reinforces that parties cannot contract out of fraud liability and that entire agreement clauses do not affect the status of pre-contractual misrepresentations without exceptionally clear wording.