Windhorst v ADS Securities: Court of Appeal upholds 18-month suspended committal and positive conditions

The Court of Appeal has dismissed a challenge to an 18-month suspended committal imposed on the financier Lars Windhorst, confirming that the court's inherent contempt jurisdiction permits positive conditions of suspension notwithstanding the terms of CPR Part 71.

In Windhorst v ADS Securities LLC [2026] EWCA Civ 905, with reasons handed down on 17 July 2026 following the dismissal of the appeal at the hearing on 2 June, Lord Justice Fraser, with whom Lord Justice Newey agreed, upheld the sanction imposed by Mrs Justice Dias in March. The finding of contempt itself was not challenged.

The background is a judgment obtained by ADS against Tennor Holding BV before Jacobs J in December 2022 for roughly 27.2 million euros, still unpaid save for costs. Mr Windhorst is Tennor's beneficial owner, director and chief executive. ADS sought his examination under Part 71 as to the company's means. Master Cook first ordered his attendance in December 2022. Fraser LJ described it as verging on extraordinary that, three and a half years on, the hearing had still not taken place, and attributed the delay entirely to Mr Windhorst's intransigence. Successive orders followed, including consent orders containing penal notices and his own undertaking to attend. He failed to appear at the June 2025 examination. Tennor was declared bankrupt in the Netherlands on 17 June 2025, days after his solicitors sought an extension of an unless order deadline.

Dias J found the breach deliberate and cynical, described his apology as wholly inadequate, declined to believe his account of an irrevocable bond transfer, and found he had engineered the extension knowing liquidation was coming. She characterised his conduct as an utterly cavalier attitude to court orders.

On the first ground, that 18 months was manifestly excessive against a two-year maximum, the court declined to engage in comparison with other cases, citing Nugee LJ in Khawaja v Stefanova to the effect that the task is to assess seriousness in the instant case rather than to hunt for similar features. Fraser LJ agreed the contempt was serious, and treated the breach of a voluntary undertaking as an aggravating feature, observing that breach of an undertaking is typically more serious than breach of an order simpliciter. Mr Windhorst had done both.

The second ground, that the condition requiring production of all documents in Tennor's control was unfair given the Dutch insolvency, was dealt with shortly. Tennor was not in insolvency when the orders were first made, and the purpose of the contempts appeared to be to buy time until it was. The condition falls to be read by reference to control under CPR Part 31.

The third ground raised the point of wider interest: whether a positive condition of suspension may be imposed where it does not feature among the matters listed in rule 71.8. Fraser LJ held that Part 71's procedural framework does not oust the inherent jurisdiction. Part 81 states expressly that it does not alter the scope of the contempt jurisdiction, and the substantive law of contempt cannot be changed by the drafting of one rule but not another. The condition here required only what he had already been ordered to do, brought forward by 14 days, which could not sensibly be called unfair given the hearing had by then slipped more than a year.

The court stopped short of holding that positive conditions must always mirror earlier orders, leaving that to the facts of individual cases, but emphasised that conditions of suspension must be set out with clarity so that a contemnor knows what will trigger committal.