Francesco Corallo & Ors v Giuseppe Pinelli & Ors

Andrew de Mestre K.C. : I Introduction

1. This judgment concerns an application by the Claimants dated 3 October 2025 and seeking: 1.1. A worldwide freezing order (and ancillary orders) against the First Defendant (“ Mr Pinelli ”) in the sum of £3.6 million. 1.2. An interim injunction against the Second Defendant (“ TOL ”) and the Third Defendant (“ Lemido ”) restraining them from disposing of, dealing with, diminishing the value of, or encumbering any of their assets other than in the ordinary and proper course of business. 1.3. An interim injunction against Mr Pinelli restraining him from exercising (i) any powers as a director, officer, or shareholder in relation to TOL and Lemido, or (ii) any such powers in relation to four companies - Nabucco Services Ltd, Otello Services Ltd, Rigoletto Services Ltd or Ernani Services Ltd - insofar as any of those powers concerns the shares that those four companies hold in TOL, other than in the ordinary and proper course of business or with the prior written consent of the Claimants’ legal representatives.

2. The application was heard on 6 November 2025. The Claimants were represented by Faisal Osman and Christopher Snell, and the Defendants by Sebastian Kokelaar. I am grateful to Counsel for their helpful and detailed submissions.

3. Without accepting that there was a proper basis for an injunction to be ordered against them, shortly before the hearing, Mr Pinelli, TOL, and Lemido offered undertakings to the Court in the same terms as the injunctive relief referred to in paragraphs 1.2 and 1.3 above. The Claimants maintained that an order should be made in respect of this relief. I will return to this aspect of the application at the end of this judgment. The focus of the evidence and the parties’ submissions was the freezing order sought against Mr Pinelli.

4. This is a somewhat atypical application for a freezing order in that it is made on notice to Mr Pinelli. It is also unusual in that, when Mr Pinelli was originally threatened with an application for a freezing order (in early October 2024), he gave an undertaking (to which he remains subject) not to dispose of his assets up to the value of £5 million, subsequently reduced by agreement between the parties in late October 2024 to £654,557.48.

5. The Claimants say that, in the circumstances they have described to me, the existing undertaking is inadequate and they satisfy the well-known requirements for a freezing order.

6. Mr Pinelli, by contrast, defends the application at every stage. He says that the Claimants do not have a good arguable case on the merits, that there is no risk of dissipation, and, irrespective of the position on the first two issues, that the balance of justice and convenience comes down against a freezing order.

7. It will therefore be necessary for me to consider each of the requirements for a freezing order in turn. Before I do however, I will describe the aspects of the factual background to which particular reference was made by the parties at the hearing namely (i) the nature of the relationship between the Claimants and Defendants; (ii) one of the particular transactions involving the parties which I shall refer to as “ the TOL Loan Transaction ”; and (iii) the events since the dispute first arose in September 2024.

8. It goes without saying that, at this interlocutory stage, nothing I say below is intended to be a finding of fact in respect of matters which will be for the judge at trial to determine. I have also borne in mind the point that I am not required to (and cannot) resolve conflicts of evidence. II The factual background (i) The relationship between the Claimants and the Defendants The parties

9. The First Claimant (“ Mr Corallo ”) is an international businessman. His business interests centre on the gambling and entertainment sectors, particularly through casino operations in Italy, Sint Maarten, and Curaçao.

10. The Second Claimant, Horizon Re Limited (“ Horizon ”), is an English company and is wholly owned by Mr Corallo. Horizon is an entity in the structure through which Mr Corallo’s investments and wealth are held and managed. Mr Corallo says that Horizon’s financial assets were entrusted to Mr Pinelli for administration and management.

11. The Third Claimant, Lowlands Managing Partner B.V. ( “Lowlands ”), is a company incorporated under the laws of Sint Maarten. Lowlands owns Porto Cupecoy, a luxury marina in Sint Maarten comprising various residential and commercial properties and marina slip rentals. Mr Corallo is the ultimate beneficial owner of Lowlands.

12. Mr Pinelli is an Italian and English-qualified lawyer with legal practices in both jurisdictions. The Claimants alleged that Mr Pinelli acted as the Claimants’ legal advisor and fiduciary from about 2018/19 onwards, and that he was responsible for managing substantial sums of their money and assets. Mr Pinelli denies that his engagement was as extensive as the Claimants allege. Mr Pinelli is also the sole shareholder and director of DRS Business Strategies Ltd (“ DRS ”) through which he provides some of his services.

13. TOL is a company incorporated in England and Wales. Its activity includes the collection of rents on behalf of Lowlands and acting as the named counterparty in the TOL Loan Transaction which is described more fully in paragraphs 22-30 below. There is an issue in the proceedings about the beneficial ownership of the shares in TOL, the legal owners since December 2018 being the four companies identified in paragraph 1.3(ii) above.

14. Lemido Limited ( “Lemido” ) is a company incorporated in England and Wales and is a wholly owned subsidiary of TOL. Mr Pinelli is the sole director of Lemido. Their relationship

15. It appears that Mr Corallo was introduced to Mr Pinelli in about 2018 and that two written agreements (which the Claimants took me to during the hearing) were entered into: 15.1. An engagement letter between DRS and a Mr La Monica dated 26 November 2018 (and signed by Mr La Monica in agreement on 27 November 2018). Mr La Monica is said by the Claimants in the Particulars of Claim (“ PoC ”) to be “ an independent consultant of Mr Corallo .” The Defendants say that he was signing this engagement on behalf of Lowlands (and referred to it as the Lowlands Engagement). The letter was described as an “ Engagement letter for consulting activity ” and included a section entitled “ Scope of work ” which identified the services to be provided as “ legal assistance ” in six identified areas including holding shares as a nominee, acting as a nominee director, and managing “ your company and companies bank accounts according to your instructions ”. The fixed and annual fees for these services (which were relatively modest) were set out in paragraph 6.1 of the letter, while paragraph 6.2 provided for the reimbursement of expenses. 15.2. An engagement letter sent by Pinelli Schifani & Caronia (“ PSC ”, the law firm of which Mr Pinelli is a member) to Horizon dated 20 September 2019. This letter (“ the Horizon Engagement ”) was described as a proposal to provide “ legal support ” and referred to PSC as operating in the UK through Mr Pinelli (as a registered European lawyer). It also said that services related to asset management, business consulting and business management could be provided by its partner company, DRS. The Horizon Engagement was signed by each of Mr Pinelli, DRS and Horizon. The “ Scope of work ” was described in paragraph 5.1 as “ to provide legal assistance ” in four identified areas including “ (d) asset management, business consulting and business management .” Paragraph 6.1 provided for a retainer of $500,000 on receipt of sums which were expected to be transferred from the National Bank of Canada as well as a fee of £120,000 per annum. Paragraph 6.3 provided for the reimbursement of reasonable out-of-pocket expenses provided those had been pre-approved in writing.

16. The PoC refers only to the Horizon Engagement (at ¶28) and alleges that it contains implied terms that the services under paragraph 5.1(d) (referred to in paragraph 15.2 above) would be carried out with due care and skill, that Mr Pinelli would carry out Horizon’s instructions with due diligence, and that Mr Pinelli would advise Horizon as to the most suitable financial arrangements in respect of any investment proposed (¶29). The PoC also alleges that both Lowlands and Mr Corallo entered into retainers with Mr Pinelli and/or PSC in materially the same terms as the Horizon Engagement (¶31).

17. Thereafter, various accounts were opened or operated at Barclays which, it was common ground, were client accounts in Mr Pinelli’s name but held either for Mr Corallo or Horizon alone or for Mr Pinelli’s clients more generally but including Mr Corallo and Horizon. Significant sums were received into these accounts, most notably some CAD5.8 million into the Horizon client account in September 2020.

18. In addition to the client accounts at Barclays, further accounts were opened in the names of TOL and Lemido for the purpose of collecting revenues due to Horizon or Lowlands and paying their expenses. In particular, TOL operated two multi-currency accounts with PayPal, referred to by the parties as the TOL PayPal Account #1 (“ Account #1 ”) and the TOL PayPal Account #2 (“ Account #2 ”) which were said to contain funds held on trust for Lowlands. Accounts #1 and #2 are significant as Mr Corallo’s concerns about their use was the first issue which caused the relationship between Mr Corallo and Mr Pinelli to begin to break down and Mr Pinelli’s dealings with Account #1 were heavily relied on by the Claimants in relation to the risk of dissipation.

19. Between TOL and Lemido there were six other accounts (four with Lloyds and two with Wise) which were said to contain funds held on trust for Lowlands but these did not feature to any material degree at the hearing.

20. Over the course of 2020-2022, TOL invoiced Lowlands for commission, initially at a rate of 5% (for 2020/2021) and subsequently at 10% (for 2022) This resulted in a total sum of €201,974.45 being paid to or retained by TOL in respect of commission. There is a dispute between the parties as to whether or not TOL was entitled to such commission.

21. Mr Pinelli says that the annual fee of £120,000 referred to in the Horizon Engagement (paragraph 15.2 above) was never fully paid by Horizon and the proceedings include a counterclaim for the outstanding balance which is quantified at £201,974.45. Horizon has yet to set out its defence to this counterclaim. (ii) The TOL Loan Transaction

22. In addition to the arrangements in relation to the client accounts and the marina rental income described above, in August 2023, there was an important transaction involving Horizon and TOL. The nature and progress of this transaction formed a significant part of the hearing because the relief sought by the Claimants arising from it (damages or equitable compensation in the amount of the loan principal of £2.8 million plus unpaid interest) makes up a material part the sum which I am asked to order should be frozen, namely £3.6 million.

23. It was common ground that the TOL Loan Transaction was proposed to Mr Corallo by Mr Pinelli. In its final form it involved two agreements in particular: 23.1. A Loan Agreement dated 2 August 2023 (“ the TOL Loan Agreement ”) between Setha Management Limited (“ Setha ”) as borrower, TOL as Lender, Redbourne (Queensbury) Limited (“ the SPV ”), and Viotti 3-5 SrL (“ Viotti ”) as Guarantor. The business of the SPV was the development of 48 flats at a site in Willesden. 23.2. A Shareholders’ Agreement (“ the Shareholders’ Agreement ”) between the SPV, Redbourne (Willesden) Limited as Shareholder A, and TOL as Shareholder B.

24. The Shareholders’ Agreement recorded that Redbourne (Willesden) Limited was the registered owner of two ordinary shares in the SPV and that TOL was the holder of one ordinary B share in the SPV. It further provided that TOL’s economic rights were limited to the security which it had obtained under the TOL Loan Agreement but that those rights had priority over those of Shareholder A; that TOL was entitled to appoint one-third of the board of the SPV; and that any directors so appointed were entitled to receive monthly updates on the Willesden development.

25. The TOL Loan Agreement recorded that TOL had agreed to provide Setha with a loan of £2.8 million on a secured basis and set out the terms of that loan which included that: 25.1. Its purpose was financing the SPV to conduct the Willesden development. 25.2. The annual interest rate was 12% and interest was payable quarterly from 2 November 2023 (and thereafter on the second day of each relevant month). 25.3. The principal amount of the loan was repayable on 2 August 2025 (unless it was extended by agreement for a further 12 months). 25.4. The security for the loan consisted of (i) a pledge by Setha of 100% of its interest or “ quota ” in Viotti (which was recorded in the definition of Guarantor as being “ €10,000 equal to 86.3% of the share capital of [Viotti]”) and (ii) the issue of one share in the SPV carrying the rights described in paragraph 25 above. Viotti, an Italian company, was recorded as developing a real estate project in Milan consisting of 32 flats, four offices and one retail space. 25.5. Payments under the TOL Loan Agreement were to be made to the Business Account of Mr Pinelli.

26. On 2 August 2023, and pursuant to the TOL Loan Agreement, TOL advanced £2.8 million to Setha. This money had been provided to TOL by Horizon (in the sum of CAD $4,773,440) for the purpose of being on-lent to Setha. Indeed, TOL accepts that it acted as nominee for Horizon and that it holds the rights under the TOL Loan Transaction on trust for Horizon.

27. Setha paid the quarterly interest of £84,000 due under the TOL Loan Agreement on 2 November 2023, 2 and 5 February 2024 (payments of £50,000 and £34,000 respectively), 2 May 2024, and 2 August 2024 (but with a shortfall of £1,029.79 which is referred to in the correspondence as having been subsequently paid by Mr Pinelli). A partial interest payment of £28,000 was made by Setha on 2 November 2024 but neither the balance due on that date nor any of the further interest payments due have been paid since. Setha did not repay the principal of the loan on 2 August 2025. Setha is therefore in default under the TOL Loan Agreement.

28. In the meantime: 28.1. On 30 January 2024, Mr Pinelli attended a shareholders’ meeting of Viotti (in his capacity as TOL’s sole director) and voted in favour of the issue by Viotti of Category F preference shares with a value of €1,100,100. These F shares rank in priority to Setha’s Category A shares (which had been pledged to TOL as security) and have the effect of reducing Setha’s ownership stake in Viotti from 86.3% to 64.7%. Mr Pinelli’s actions at this meeting were relied on by the Claimants on the application before me. 28.2. On 14 May 2024, TAB ACM Limited, which held security over the development in Willesden, appointed receivers over that site. Subsequently, the receivers sold the site for £6.5 million. No net proceeds from the sale were available to Setha (and therefore to TOL or Horizon).

29. The Claimants also referred me to correspondence from Setha, or from Mr Pinelli’s lawyers, in which promises to pay were made by or on behalf of Setha but not honoured. In particular: 29.1. On 22 November 2024, Orrick (Mr Pinelli’s then solicitors) wrote that Setha had stated that it would pay interest of £28,000 by 15 November 2024 and the balance by 30 November 2024. 29.2. On 3 February 2025, Orrick wrote that “ Setha has recently asked to suspend payments and to repay the whole of the loan (and Interest) by the end of September 2025. ” 29.3. On 19 May 2025, Setha wrote to Mr Pinelli (copied to the Claimants’ solicitors), “ our intention is to partially settle the overdue interest by the end of May. ” 29.4. On 10 September 2025, Phillips Law (Mr Pinelli’s current solicitors) wrote: “7 … Mr Pinelli has now spoken to Setha on an open basis. Setha have formally requested that clause 8.1 of the TOL Loan be activated, meaning that the Repayment Date is subsequently extended by 12 months, namely that the Repayment Date be extended to 2 August 2026.

8. Setha has suggested to our client that they will be in a position to repay the TOL Loan on or around the end of November or early December 2025 .” 29.5. On 17 October 2025, Setha requested an extension of the loan to 31 January 2026 on the basis that it expected to receive funds from two identified transactions but stated also that it would repay ahead of the closing of the first of those transactions (in Padova) “ if cash flow allows ”. (iii) Events since September 2024

30. The other sequence of events of particular relevance to this application concerns the dealings between the parties since the dispute first emerged. As to this, Mr Corallo says that he first became suspicious in very early September 2024 when he was made aware that TOL had been struck-off from the Register of Companies and then dissolved in August 2023 (albeit that it was then restored very quickly to the Register on 20 September 2023). He then noticed, he says, that Account #1 was still active (despite having been told by Mr Pinelli in December 2023 that it had been closed) and that the balance of Account #2 was lower than he had expected.

31. This evidence was contained in a draft Affirmation of Mr Corallo which was prepared in September/October 2024 but never signed. Instead, the unsigned version was exhibited to the evidence from the Claimants’ solicitor sworn in October 2025 for this application. Mr Kokelaar complained that this was not an appropriate way to proceed and that the draft ought to have been sworn if the Claimants were to rely on it. In the end result, nothing turned on this point in relation to the outcome of the application, but I would not want to give the impression that, in different circumstances, a Court would find it acceptable for historic draft evidence to be deployed in this way. The procedural rules relating to the manner in which witness evidence should be produced on freezing order applications exist for good reasons and it is important that they are adhered to. By proceeding with historic draft materials, a party risks the evidence being rejected or given less weight.

32. Returning to the narrative, his suspicions having been aroused, between 3 and 5 September 2024, Mr Corallo contacted Mr Pinelli by WhatsApp in relation to the balances on Account #1 and Account #2. Mr Pinelli’s evidence was that, despite being in Italy for surgery on 6 September 2024, he investigated the position and discovered that Account #1 had not been closed and that he had “ inadvertently ” used it to pay for some of his personal expenses. This was explained by Mr Pinelli in an email to Mr Corallo on 7 September 2024 which referred to personal expenses in the following amounts - €66,311.61, £5,330.41, and $70 – and offered to go over the calculations together as the figures had come from a preliminary review. The email also offered to pay the sums identified immediately.

33. Mr Corallo was not satisfied with the explanation given by Mr Pinelli and says that his continuing concerns caused him to instruct lawyers to investigate the situation, including in relation to the TOL Loan Transaction. On Friday 4 October 2024, Mr Corallo’s solicitors (and now the Claimants’ solicitors) sent a letter to Mr Pinelli the punchline of which was that he was required, by 3pm that day, to sign undertakings not to dispose of: 33.1. Any assets held for various named individuals (including Mr Corallo) and companies (including Horizon, TOL and Lemido); and 33.2. His own assets up to a value of £5 million save for £1000 per week in living expenses and £15,000 for legal expenses.

34. He was also required to instruct Barclays to transfer all of the monies in the client accounts held for Horizon and Mr Corallo to their solicitors’ client account; to provide disclosure of his assets; and to undertake not to exercise rights of management in the companies which had been identified.

35. Mr Pinelli was in hospital in Brazil when he received the letter. On its receipt, he contacted the Claimants’ solicitors to explain this but they insisted, he says, that he had until 3pm to sign the undertaking. In these circumstances, and without taking any legal advice, Mr Pinelli signed and returned the undertaking on 4 October 2024. Although Mr Pinelli did not seek to make anything of this at the hearing, the undertaking was described as being “ to the Court ” and carried a penal notice but the Court was not involved at that stage (as no proceedings had been issued or application made) and a penal notice under the CPR can only be attached to an order of the Court.

36. On 8 and 10 October 2024, Mr Pinelli provided disclosure of his assets, the latter in a lengthy letter from Orrick, the solicitors which he had instructed the previous day. In his evidence for this application, Mr Pinelli accepted that this disclosure had been incomplete and he identified five additional assets, four of which (those at paragraphs 48a, b, d, and e of his witness statement dated 31 October 2025) were held at the time of the original asset disclosure but omitted from it. The previously undisclosed assets consisted of 50% shares in three Italian properties (with the other 50% being held by Mr Pinelli’s brother), and an investment account held in Italy with a balance of just under €150,000. The approximate value of Mr Pinelli’s share of the properties is €1.15 million giving a total of nearly €1.3 million in undisclosed assets.

37. On 17 October 2024, various sums totalling some £4,345,442.52 (when converted from their original currencies) were transferred to Mr Corallo or Horizon from the client accounts at Barclays referred to above. This resulted in the reduction of the amount covered by the undertaking in relation to Mr Pinelli’s personal assets to £654,557.48 (a figure agreed to by the Claimants’ solicitors on 31 October 2024).

38. On 22 November 2024, Orrick provided revised calculations of the sums expended from Account #1 on Mr Pinelli’s personal expenses, which were €63,816.48, £612.69, BRL 499.05, and $507.65. These sums (which totalled very slightly less than the sums previously identified by Mr Pinelli) were transferred to the Claimant’s solicitors shortly thereafter.

39. In December 2024, the balances of Account #1, Account #2 and the accounts at Lloyds and Wise referred to above were transferred to the Claimants’ solicitors.

40. There was then further correspondence between the parties’ solicitors until the Claim Form was issued on 22 May 2025. The Claim Form was served on 15 August 2025 and was followed shortly thereafter, on 19 August 2025, by an urgent request from the Claimants for the undertaking to be topped up to £3,164,003.68. This amount was quantified by reference to the amount in Canadian Dollars which had been transferred by Horizon to TOL for the purposes of the loan to Setha, unpaid interest of £308,000, unjustified expenses on Account #1 of at least $401,635.45, and a relatively modest amount of currency exchange losses. The Claimants threatened an application for an injunction if the request was not acceded to.

41. This request was refused on 4 September 2005. After further correspondence, the application was issued on 3 October 2025. III The freezing order application Good arguable case on the merits

42. The first question I have to decide is whether the claims made by the Claimants satisfy the requirement that they have a good arguable case on the merits as that concept has been clarified by the Court of Appeal in Dos Santos v Unitel SA [2024] EWCA Civ 1109 . It was common ground that the question for the Court is whether the claims are “ more than barely capable of serious argument ” and not necessarily claims which have a “ better than 50 per cent chance of success ” ( The Niedersachsen [1984] 1 All R 398 as approved in Dos Santos at [96]). The standard is “ not a particularly onerous one ” ( Dos Santos at [104]).

43. The Particulars of Claim set out much of the background referred to above before alleging that those matters give rise to a wide variety of claims as follows: 43.1. Mr Corallo and Horizon each seek an account from Mr Pinelli in relation to the sums held for their respective benefit in the accounts referred to in paragraph 18 above. These sums are alleged to have been held on trust for Mr Corallo or Horizon as appropriate. The balances of these accounts were paid back to Mr Corallo and Horizon in late 2024 and the PoC do not refer to any other particular sums which are said to have been paid into these accounts but which have not been accounted for. 43.2. Lowlands seeks an account from Mr Pinelli, TOL and Lemido in relation to the accounts referred to in paragraph 19 above including the Account #1 and Account #2. The balances of these accounts were paid back to Lowlands in late 2024 but the PoC allege that there are debits on Account #1 totalling $401,653.45 which remain unaccounted for even after the repayments made by Mr Pinelli. 43.3. Horizon makes a claim against Mr Pinelli in relation to the TOL Loan Transaction for breach of the terms to be implied into the Horizon Engagement (as referred to in paragraph 17 above) or a common law duty of care in the same terms. The particulars of breach include: (a) Failing to advise Horizon that the Willesden Site was subject to existing security. (b) Failing to take steps to require the SPV to issue a class B share for TOL or to appoint a director in the SPV to receive monthly reports. (c) Failing to advise Horizon that the TOL Loan Transaction was not a suitable investment as the security was inadequate and the investment was overly risky and speculative. (d) Failing to keep the TOL Loan Transaction under review from time to time. (e) Voting in favour of the shareholder resolution of Viotti referred to in paragraph 28.1 above. (f) Failing to take reasonable action against Setha following its default under the TOL Loan Agreement or to advise Horizon to make an informed decision in relation to such action. (g) Making negligent representations in relation to the TOL Loan Transaction. 43.4. Notwithstanding their inclusion in the breach of duty claims referred to above (see paragraph 43.3(g)), Horizon also makes a separate claim against Mr Pinelli for negligent misstatement in relation to the TOL Loan Transaction. The representations relied on (set out in PoC ¶49-50) are taken from a series of emails sent by Mr Pinelli on 29 and 31 July 2023 when he was proposing the TOL Loan Transaction to Horizon. 43.5. The loss and damage in respect of both the breach of duty and the negligent misstatement claims is said to be the principal amount provided by Horizon to TOL in Canadian Dollars (and which was then lent by TOL to Setha) and the outstanding interest payments due from Setha; alternatively any diminution in the value of the Viotti shares pledged to TOL as security for the loan to Setha. 43.6. Horizon makes a claim against Mr Pinelli and/or TOL for breach of trust and/or fiduciary duty in respect of their administration of the TOL Loan Transaction. These claims are very similar to the breach of duty/negligence claims referred to above in that the particulars of breach overlap substantially with those set out in paragraphs 43.3(a)-(g) above, and the loss and damage claimed is identical.

44. Mr Kokelaar made a series of criticisms of the individual claims and sought to persuade me that I could conclude at this stage of the proceedings that there was not a good arguable case on any of them. In summary he said that: 44.1. There was no reason to think that the claims for an account would result in Mr Pinelli being obliged to repay further sums to any of the Claimants given that they already had a full set of account statements for the various accounts, Mr Pinelli had identified and repaid sums used to defray his personal expenses, and the other payments out of Account #1 which were said to be unexplained had not been identified by the Claimants. 44.2. The negligent misrepresentation claims added little to the claims for breach of contract and, in any event, the representations were either substantially correct or were not operative. By way of example, the representation that Viotti was wholly owned by Setha (PoC ¶50.1) was simply a mistake as could be seen from the underlying documents and the draft TOL Loan Agreement both of which were provided at the time by Mr Pinelli. Those documents referred to the correct ownership position, namely that Setha held 86.3% of Viotti. 44.3. The claims for breaches of the duty of care and skill failed either because the underlying duty was not owed or it could be seen that the breach did not occur. By way of example, Mr Pinelli is alleged to have failed to advise Horizon that the Willesden site was already subject to a charge in favour of TAB ACM Limited, registered on 17 August 2022. However, that charge was referred to expressly in the TOL Loan Agreement itself, which was provided in draft to Mr Corallo. 44.4. The claims for breach of trust or fiduciary duty fail because there is no good arguable case that the relevant fiduciary duties were owed. Mr Kokelaar relied for this submission (as well as the case that the duties of care and skill were not owed) on what he said were the limited duties owed under the Horizon Engagement and Lowlands Engagement.

45. Although certain of Mr Kokelaar’s points seemed to me to have a good degree of force, I have concluded that they do not provide Mr Pinelli with a knock-out blow from which it can be said now that there is no good arguable case in relation to the claims.

46. Although the pleaded claims rely on a relatively wide range of causes of action, at the heart of the proceedings is the nature and scope of the relationship between Mr Pinelli and the Claimants. Mr Kokelaar said that these matters could be seen (and, in effect, determined now) from the terms of the Horizon and Lowlands Engagements which were limited to legal advice.

47. On the other hand, the Claimants’ case (supported by the signed PoC and the witness evidence relied on at the hearing) is that the relationship was more complex. Mr Corallo was said to have reposed his trust and confidence in Mr Pinelli making him a fiduciary, while the written Engagements were said to be supplemented by implied terms and other duties of care or fiduciary obligations arising from the matters with which Mr Pinelli was entrusted, such as receiving monies belonging to the Claimants or providing investment suggestions or advice.

48. Having looked at the written Engagements and having considered the tasks which Mr Pinelli is said to have carried out for the Claimants, the Claimants’ case on this issue is one which is, in my view, plainly capable of serious argument and will have to be determined at trial. It follows that, because there is a good arguable case on the question of whether Mr Pinelli was a fiduciary for, or owed contractual or common law duties or care and skill to, the Claimants, the claims which flow from that issue – particularly whether there is an obligation to account and whether Mr Pinelli breach his duties in relation to the TOL Loan Transaction – also satisfy the threshold for the making of a freezing order. In particular it seems to me that the Claimants have a good arguable case in relation to the TOL Loan Transaction.

49. Given this conclusion, I do not propose to go through the individual aspects of the claims (such as each of the alleged misrepresentations or each of the alleged failures giving rise to a breach of duty). These will be matters for trial and it is not desirable for me to say more at this stage based on what is inevitably only part of the evidence and other material which will be deployed at that trial.

50. An area where Mr Kokelaar’s arguments had more traction related to the quantum of the Claimants’ claims. As I have explained above, the quantum of the freezing order is justified principally by reference to the claims of Horizon in relation to the TOL Loan Transaction. It is not enough therefore, for the Claimants to demonstrate simply that there is a good arguable case in relation to their claims arising from that Transaction. They have to show that there is such a case to the full extent of their claim for a freezing order intended to protect that claim. This gave rise to two issues.

51. First, Mr Kokelaar submitted that it is far from obvious that all of Horizon’s claims in relation to the TOL Loan Transaction would result in a claim for damages or equitable compensation to the full extent of the loan principal and interest. For example, the complaint in relation to the shareholders’ resolution of Viotti was that the value of the shares in Viotti as security was diminished by the creation of a new class of shares. Prima facie therefore, the value of his claim would be the extent of that diminution which may be materially less than the amount of the loan/interest. Equally, where the complaints were about the way in which Mr Pinelli had administered the Transaction after its inception, the losses on such claim would be those caused by the particular failures alleged which again could be materially less than the amount of the loan/interest.

52. While I agree that this submission is fair as regards some of the Claimants’ claims, there were claims in the PoC for which the quantum of loss could amount to the whole of the loan plus interest. In particular, the claims in relation to breaches of a duty of care include allegations that Mr Pinelli failed to advise that the TOL Loan Transaction was not a suitable transaction for Horizon. If Horizon establishes this claim, then it will say that the Transaction would not have been entered into with proper advice and so the damages would be all sums lost through the Transaction. I have concluded above that there is a good arguable case on this claim. As such, there is a sufficiently viable claim to justify a freezing order in the full amount as a matter of principle.

53. Second, Mr Kokelaar said that there was uncertainty about the likely quantum in fact of the claims relating to the TOL Loan Transaction because it depends on the likelihood of Setha repaying the loan from its other resources and, if Setha does not repay, on the value of Setha’s shares in Viotti held as security for Setha’s repayment obligations. If Setha repays, or the Viotti shares are valuable and that value is capable of being realised, then any losses suffered by Horizon would be limited (and may be extinguished completely).

54. There was however, an evidential void in this area as each side blamed the other for the absence of any evidence about the value of the shares in Viotti. The Claimants said that it was for Mr Pinelli to produce such evidence as the security was held by TOL and he had been responsible for recommending and administering the Transaction. Mr Pinelli said that the question of value was one for the Claimants albeit that he had offered to obtain a valuation if the Claimants paid for it.

55. I do not consider that this point affects whether there is a good arguable case in relation to all of the potential losses under the TOL Loan Transaction because the threshold for such a case is low and it cannot be said now that there is no realistic possibility of the losses being the full amount claimed. However, I do consider that this point is relevant to whether a freezing order is just and convenient and return to it further below. Risk of dissipation

56. The parties referred me to a number of the well-known authorities on risk of dissipation. Those authorities establish the following principles which I did not understand to be in dispute: 56.1. The question is whether there is a “ real risk ” of a judgment going unsatisfied: Les Ambassadeurs Club Ltd Yu [2021] EWCA Civ 1310 at [14]-[15] referring to the judgment of Kerr LJ in The Niedersachen [1984] 1 All ER 398 at 419. This is lower than a test of likelihood and does not require the Court to conclude that dissipation was more likely than not. 56.2. The relevant risk is that the judgment will go unsatisfied by reason of an “ unjustified ” dissipation: Fundo Soberano de Angola v Dos Santos [2018] EWHC 2199 (Comm) at [86(1)]. 56.3. The risk is to be judged objectively: Holyoake v Candy at [34]; Fundo Soberano at [86(1)]. 56.4. The risk must be established by solid evidence: Fundo Soberano at [86(2)]. 56.5. It is not enough simply to establish a good arguable case that the defendant has been guilty of dishonesty. Rather, it is necessary to scrutinise whether the dishonesty in question points to the conclusion that assets may be dissipated: Lakatamia Shipping Co Ltd v Morimoto [2020] 2 All ER 359 at [33]-[34] citing Fundo Soberano with a minor variation.

57. Mr Kokelaar also referred me to the helpful discussion of risk of dissipation by Mr Paul Stanley KC (sitting as a Deputy Judge of the High Court) in Canada Inc v Sovereign Finance Holdings Ltd [2024] at [32]-[34] in which the Deputy Judge referred to considering the factors in terms of “ means and opportunity, motive and propensity .” In [33] and [34] the Judge highlighted the need to avoid generalities or abstract suggestions and to focus on the particular case and on the concrete facts of the case, including the defendant’s proven track record in relation to commercial obligations and its dealings with the Court.

58. The Claimants submitted that there was a real risk of dissipation having regard to the following factors (which were either highlighted by Mr Osman at the hearing or were picked up in the Claimants’ written argument): 58.1. The dealings with Account #1. It was not credible, they said, for Mr Pinelli to attribute the payment of his personal expenses from money belonging to Lowlands to a mistake about the PayPal accounts. Mr Pinelli had, it was submitted, misappropriated substantial sums of money to which he was not entitled, a matter of particular seriousness given that he is a regulated English solicitor and Italian lawyer, and was in a fiduciary relationship with both Horizon and Lowlands. Furthermore, despite the repayment from Mr Pinelli, there were further sums in excess of $400,000 which were still unaccounted for. 58.2. The taking of commission, to the value of some $201,000, to which TOL was not entitled. 58.3. The concealment of assets. As referred to above, Mr Pinelli had identified his assets (over several stages) when he gave the Undertaking in October 2024. However, it was clear from Mr Pinelli’s evidence for this application, that his earlier disclosure had been incorrect because Mr Pinelli had other assets, largely in the form of real estate jointly owned with his brother, which were not referred to and which were valued at nearly €1.3 million. 58.4. The concealment of the dilution of Setha’s shareholding in Viotti. The Claimants’ evidence was that they had not been told of this dilution. Mr Pinelli’s evidence was that he thought that he discussed it with Mr Corallo either before or just after the event but he could not be sure. In any event, the Claimants characterised this event as Mr Pinelli appearing to have assisted TOL in acting in breach of trust. They also relied on what they characterised as Mr Pinelli’s attempts to persuade the Claimants to take a novation of the TOL Loan Agreement without revealing the dilution. 58.5. Mr Pinelli’s abandonment of the assertion that the Claimants were protected because he was insured (a point he had made in his witness statement but which Mr Kokelaar confirmed at the hearing that he was not relying on because the evidence was not sufficient). The Claimants said that Mr Pinelli’s claim to be insured and his subsequent inability to make this good was an example of his unreliability. 58.6. The fact that Mr Pinelli is in the business of creating complex structures including through the incorporation of TOL and the TOL Holdings Companies. Within this factor the Claimants also referred to the fact that Mr Pinelli had arranged to receive the interest payments from Setha into an account in his name notwithstanding that the lender under the TOL Loan Agreement was TOL. 58.7. The fact that TOL and Lemido - the entities created by Mr Pinelli to receive assets belonging to Horizon and Lowlands – appear to be substantially insolvent.

59. The Claimants also submitted that, as the defaults by Setha mounted and it became less likely that Setha would be able to repay the TOL Loan, so the risk of dissipation had increased and was continuing to increase. In this regard the risk had changed materially from the position in late 2024 when the value of the undertaking had been reduced because the Claimants’ losses in relation to Setha were only potential at that stage but had begun to crystallise, and Setha was now in default as to both interest and principal.

60. Having considered carefully the submissions made on behalf of the Claimants, I have concluded that there is no real risk of dissipation in this case and that therefore there is no proper basis on which to make the freezing order sought by the Claimants. My reasons for this conclusion are set out below.

61. The starting point is that none of the pleaded claims involves an allegation of fraud or dishonestly. Rather, the PoC puts the various claims in terms of negligence, breach of a contractual duty of care, negligent misstatement, and breach of trust. The absence of fraud in the claims themselves drove the Claimants to seek to rely on other matters in relation to Mr Pinelli’s dealings with them or their assets which, they said, showed that Mr Pinelli had acted in a manner akin to dishonesty or had behaved with an unacceptably low standard of commercial morality. I do not agree, however, that the matters relied on bore the weight that the Claimants attributed to them.

62. While it is correct that Mr Pinelli has effectively admitted to a misuse of more than €60,000 of funds which were held for the benefit of Lowlands (through the payment of personal expenses from Account #1), that did not demonstrate the lack of commercial morality or probity to the degree that the Claimants submitted. I do not agree that the explanation given by Mr Pinelli so obviously lacked credibility that I can reject it at this stage. In any event, and more important in my view, are the circumstances in which the misuse of funds came to light and how Mr Pinelli responded to it. As I have referred to in section II(iii) above, when Mr Pinelli was challenged in general terms about the balance in Account #2, he quickly looked at the situation, identified some personal expenditure and offered to repay it despite being in hospital in Italy at the time. This was a reasonable and responsible response to the issue. Indeed, it was part of a wider course of conduct in which Mr Pinelli promptly signed the undertaking demanded and within a relatively short period had arranged for the transfer to the Claimants’ lawyers of the very substantial balances held for the Claimants in the various client and other accounts. This is not the conduct of a defendant who presents a real risk that they will dispose of their own assets.

63. As regards the Claimants’ case that there are additional payments in excess of $400,000 from Account #1 which are yet to be explained, this was another area where there was an evidential void as each side appeared to be waiting for the other to go first and explain the transactions. The Claimants said that this was the natural consequence of their claims that Mr Pinelli was a trustee of the funds with an obligation to account such that it was for him to justify the payments. For his part, Mr Pinelli said that the payments making up the $400,000 had not been identified and so he did not know what he had to explain.

64. While I have concluded above that there is a good arguable case in relation to the claims to an account from Mr Pinell (because the claim that Mr Pinelli was a fiduciary is arguable and that generally carries with it an obligation to account), the existence of those claims does not demonstrate that there is a risk of dissipation. Where the Claimants bear the burden of establishing that risk, it was for them to provide more additional detail as to the make-up of the unexplained payments if they were said to provide evidence to support the application. It was evident from the correspondence and from Mr Corallo’s draft affirmation that the Claimants side had done a considerable amount of work to go through the relevant account statements in order to identify payments which they were concerned about. They could have identified these, or at least some of them, and shown from the documents why they were payments which supported their case as to risk of dissipation. As they did not, I have insufficient material from which to draw any conclusion about the nature of the payments and their evidential value in relation to this application.

65. As regards the taking of commission from Lowlands, I accept that there is a dispute about whether this was justified which gives rise to a good arguable case (not least as it is common ground that there is no written agreement dealing with this commission). However, the fact that the commission was taken does not appear to have been concealed by Mr Pinelli. Rather, it was referred to in invoices which were prepared by TOL and paid by Lowlands (without objection according to TOL’s Defence). This is again inconsistent with the lack of commercial morality or probity which the Claimants sought to establish.

66. Turning to the failure by Mr Pinelli to disclose four material assets in October 2024, this was, as Mr Kokelaar accepted, unfortunate. However, as with his dealings with Account #1, the evidential significance of this failure is not as straightforward as the Claimants suggested. As Mr Kokelaar submitted, this additional disclosure was given voluntarily by Mr Pinelli in advance of the application whereas it would be expected that a party intent on dissipating his assets would continue to conceal assets which had not previously been disclosed. The nature and timing of the additional disclosure take much of the force out of the initial failure.

67. I have also concluded that a number of the points relied on by the Claimants lacked the relevant degree of connection to Mr Pinelli’s potential dealings with his assets such that there was an unbridged gap between the conduct alleged and the conclusion the Claimants need to establish about risk of dissipation: 67.1. Although the Claimants complained about Mr Pinelli’s actions in attending the shareholders’ meeting of Viotti and voting in favour of te resolutions, even taken at their highest, those complaints do not point to a risk that Mr Pinelli would dissipate his own assets. Although the decision he appears to have made in relation to the resolution of the Viotti shareholders may give rise to a claim against him (and I say no more than that there is a good arguable case on this point), it does not reveal anything material about how Mr Pinelli might deal with his own assets. Although there was a faint suggestion at the hearing that Mr Pinelli might have had a conflict of interest in voting for the resolution (as he wanted to continue the Transaction in order to generate additional fees which he was seeking), this was speculation rather than solid evidence. 67.2. Equally, although the Claimants relied on what they said was Mr Pinelli’s attempts to persuade them to take an assignment or novation of TOL’s rights under the TOL Loan Transaction in circumstances where he had concealed the existence of the shareholder resolution of Viotti, even at its highest, this allegation does not translate across into a concern about dealings by Mr Pinelli with his own assets. In any event, the circumstances in which Mr Pinelli first sought instructions about what steps to take in relation to the Setha Loan Transaction and then suggested that the Claimants take it over so that they could act directly, were that his relationship with Mr Corallo had broken down, he had been required to sign the undertaking, and a wide range of allegations had been made against him. Rather than showing a low standard of commercial morality, it is entirely explicable why Mr Pinelli would decline to take steps unilaterally and seek instructions from the Claimants or, better still, allow them to act without his involvement. Further, if Mr Pinelli had wanted to continue his alleged concealment of the shareholder resolution, suggesting that the Claimants take over would, on its face, be an odd thing to do as it would be likely to lead more quickly to the discovery of concealment when the Claimants sought to enforce the pledge. 67.3. The Claimants’ reliance on the insolvency of TOL and Lemido also falls into this category as that insolvency does not, without more, lead to a concern about Mr Pinelli’s own assets. Indeed, it was not obvious to me that the insolvency would even lead to the concerns expressed by the Claimants (as to the nature of the liabilities incurred by those companies and the potential use of monies received from Setha) because, as I understand it, neither TOL nor Lemido is claiming to be entitled beneficially to any money received from Setha in the future or received from or on behalf of Horizon or Lowlands. I note also that this was a point which arose for the first time in the Claimants’ evidence in reply (served on 3 November 2025) and was supplemented by an additional statement from the Claimants served on the day of the hearing. As a result, Mr Pinelli had only had a very limited opportunity even to consider the point and could not be expected to explain the financial position of the companies without such an opportunity.

68. I also do not accept that the Claimants had made out a number of the points on which they relied. In particular, I was not persuaded that Mr Pinelli was in the business of creating complex structures. There was nothing particularly complex in the incorporation of TOL, Lemido and the TOL Holding Companies (all of which were companies incorporated in England and Wales). The only aspect of the arrangements which would not have been evident on the face of the public records for these companies would have been the trust arrangements in respect of the shares in TOL held by the TOL Holding Companies. The Claimants said that Mr Pinelli had not been accurate in relation to these trust arrangements and that the beneficiaries of the trusts were unaware of them. However, I was shown nominee shareholder agreements which had been initialled by the beneficiaries which severely undermined that latter point.

69. In any event, even if it had been the case that these structures were complex, they had been put in place at the instigation of or for the benefit of Mr Corallo and his relatives/associates, and so their complexity could not be transposed to Mr Pinelli’s personal position without evidence of that position. As to this, Mr Pinelli’s personal assets appear to be held relatively conventionally either in the form of shares in companies, real estate, or balances on bank/investment accounts.

70. Equally, the Claimants’ reliance on the fact that the interest from Setha was paid into one of Mr Pinelli’s client accounts rather than to TOL did not assist them. The TOL Loan Agreement itself (including in the draft provided to Mr Corallo on 31 July 2023) provided for this payment method and there was no allegation in the PoC that Mr Pinelli (or TOL) had failed to account for this interest when it had been paid by Setha.

71. Finally, although the passage of a material period of time between the discovery of the matters relied on as evidencing a risk of dissipation and the making of the application is not a bar to the making of a freezing order, it is, in my view, instructive in this case as to the question of whether there is a real risk. As I have set out in section II(iii) above, Mr Pinelli was first notified of some of the allegations against him in October 2024 (with concerns of Mr Corallo having emerged a month earlier) and was told at that stage that his conduct justified a freezing order. He almost immediately agreed to provide the undertakings demanded and there was no evidence that he has dissipated any assets in breach of the undertaking relating to his assets, nor that he had taken advantage of the reduction in the value the undertaking to conceal assets falling outside of the undertaking. His evidence for the hearing confirmed that he had retained the assets held back in October 2024 (save for fluctuations on bank balances) and he told the Claimants about further assets which could provide a source for payment of any judgment. Thus the passage of time, and Mr Pinelli’s conduct during that time, provided solid evidence against a risk of dissipation, and undermined the Claimants’ more general argument that the risk was increasing over time. Justice and convenience

72. Given my conclusion on risk of dissipation, it is not necessary for me to address the justice and convenience of the proposed order at any great length. However, had this been the decisive aspect of the application, I would have had serious reservations about whether it was just and convenient to grant the freezing order at least in the amount sought by the Claimants.

73. The principal reason for these reservations concerns the quantum of the Claimants’ claims when set against the fact that the Claimants already have the benefit of the undertaking given in October 2024 to the value of some £650,000. Even if there had been a risk of dissipation, I would have needed to be satisfied that it was just and convenient to grant the order in the full amount of £3.6 million. I have already explained above that there were evidential gaps in relation to the principal amounts making up the quantum of the claim, namely the $400,000 in unexplained payments made from Account #1 and the value of the shares in Viotti held as security for the loan to Setha.

74. I do not agree with the Claimants that it was for Mr Pinelli to fill these gaps. A freezing order is, by its very nature, a serious and intrusive remedy to grant against an individual. Even though such an order will, almost invariably, contain exceptions for living and legal expenses, and transactions in the ordinary course of business, the effect of the order is still likely to be substantial. As such, a party seeking such an order must be expected to demonstrate that it is required to the full extent. In this case, that would have included explaining in more detail the nature of the transactions making up the $400,000 in payments and why the primary security for the repayment of the Setha loan was not likely to be adequate. Although that latter point was part of the Claimants’ pleaded case – PoC ¶111(3)(a) pleads that the security was not adequate from the outset - there was no evidence about it despite there having been ample opportunity to seek such evidence.

75. Equally, I do not agree with the Claimants that the relevance of the existing security for the loan to Setha could be addressed by making the freezing order in the full amount but then reducing the quantum if the Setha loan was repaid. This looks at matters from the wrong way around. It was for the Claimants to establish that the order should be made in the full amount and, in my view, they did not do that. IV Conclusion on freezing order

76. Overall, it seemed to me that the Claimants were, by their application, seeking a form of security for the amount of the loan to Setha and unpaid interest in case Setha did not repay. Indeed, it was revealing that, in the correspondence prior to the application, one of the proposals made by the Claimants was that Mr Pinelli should himself provide security and a personal guarantee if he was so confident that the TOL Loan would be repaid by Setha. This is not, however, the purpose of a freezing order against Mr Pinelli. That purpose is to protect against unjustified dissipation of assets by Mr Pinelli and I was not satisfied that the Claimants had demonstrated with solid evidence that there was a real risk of such dissipation.

77. In these circumstances, the application for a freezing order against Mr Pinelli (and for relief ancillary to such an order) is dismissed. V The injunctions in relation to TOL, Lemido, and the TOL Holding Companies

78. In the second part of the application, the Claimants sought interim injunctions against TOL and Lemido restraining them from disposing of, dealing with, diminishing the value of, or encumbering any of their assets other than in the ordinary and proper course of business. They also sought interim injunctions against Mr Pinelli in relation to the use of his powers (as director or shareholder) in relation to TOL, Lemido, and the TOL Holding Companies.

79. As referred to in paragraph 3 above, before the hearing, Mr Pinelli, TOL and Lemido indicated that they were prepared to give undertakings in lieu of the injunctions sought.

80. Although this issue was not addressed in any detail at the hearing, the Claimants maintained that an order was necessary. I do not agree. Given my conclusion on the absence of risk of dissipation in relation to Mr Pinelli, it does not seem to me that there is any good reason why the undertaking offered by Mr Pinelli, TOL and Lemido would not be sufficient and effective. Mr Pinelli has been subject to the undertakings he gave in October 2024 which include undertakings in respect of TOL and Lemido, as companies under his control, and there was no evidence that these undertakings had been breached.

81. I will therefore accept the undertakings offered by Mr Pinelli, TOL and Lemido.