Winch Design Limited v Carl Le Souef
| Judge | Ms Lesley And erson KC |
| Judgment Date | 23 January 2025 |
| Neutral Citation | [2025] EWHC 120 (Comm) |
| Year | 2025 |
| Court | Queen's Bench Division (Commercial Court) |
| Counsel | Adam Board,Karl Anderson |
| Date | 23 January 2025 |
Neutral Citation Number: [2025] EWHC 120 (Comm)
Case No: LM-2023-000117
IN THE HIGH COURT OF JUSTICE
KING'S BENCH DIVISION
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
COMMERCIAL COURT
Royal Courts of Justice, Rolls Building
Fetter Lane, London, EC4A 1NL
Date: 23rd
January 2025
Before :
Ms Lesley Anderson KC sitting as a Deputy Judge of the High Court
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Between:
WINCH DESIGN LIMITED
Claimant
and
CARL LE SOUEF
Defendant
and
SOMNIO SUPERYACHTS PTY LIMITED
Part 20 Defendant
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Adam Board (instructed by HFW, Friary Court, 8 Bishopgate, City of London, London EC2N
4BQ) for the Claimant
Karl Anderson (instructed byWedlake Bell LLP, 71 Victoria Street, London EC4V 4AY) for
the Defendant
Hearing dates: 28 and 29 October 2024
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Approved Judgment
This judgment was handed down remotely at 3pm on January 23rd 2025 by circulation to the
parties or their representatives by e-mail and by release to the National Archives.
.............................
Ms Lesley Anderson KC :
Introduction
1.This is a dispute about an ambitious project (the Project) to build a luxury yacht,
comprising several, single, luxurious, residential apartments, which is intended to be
one of the largest and most luxurious yachts ever to be built (the Yacht).
2.The Claimant, Winch Design Limited (Winch), is an English company that provides
design services in relation to the manufacture of, amongst other things, luxury yachts.
Although he has since retired, Winch’s non-executive chairman at the relevant time was
Russell Clive Beharell (Mr Beharrell). Aino-Leena Grapin (Ms Grapin) has been its
Chief Executive Officer since September 2016 when she took over that role from the
company’s co-founder Andrew Winch (Mr Winch).
3.The Defendant, Mr Le Souef (Mr Le Souef), is an entrepreneur and businessman and
an Australian national. There is some disagreement over his true net worth or at least
how that was projected to Winch.
4.The Part 20 Defendant, Somnio Superyachts Pty Ltd (Somnio), was incorporated in
Australia on 17 April 2019. It was co-founded by Mr Le Souef and Capt. Erik Bredhe
(Capt. Bredhe), a Finnish national, now living in Spain. Mr Le Souef is Somnio’s
sole director.
5.Mr Le Souef and Capt. Bredhe met in 2007 when Capt. Bredhe was captaining MS The
World, another private residential cruise ship on which Mr Le Souef had an apartment.
They discussed the possibility of them combining to engage in a project forthe
construction of a new highlyexclusive, ultra-luxury residential yacht (destined to
become the Yacht). An early promotional brochure describes this as a lifestyle project
which was to be funded by a consortium of investors (invited by Mr Le Souef and who
would each contribute via non-refundable deposits of $125,000 for apartments on the
Yacht).Each investor would become part of a steering committee (the Steering
Committee)in order to drive the Project forward and to influence aspects of the
Yacht’s design and development. According to Mr Le Souef, the total estimated cost of
the project is $500 million and Somnio was incorporated to act as a special purpose
vehicle (SPV) for the development of the Yacht. According to its accounts for the year
ended 30 June 2021, Somnio had raised $760,000 for the Project’s initial research and
feasibility costs, which MrLeSouefsayswasintendedtobeusedmainlyforthe
creation of marketing materials and initial design work. Somnio is the owner of the
relevant intellectual property in relation to the Yacht.
6.By an email dated 1 May 2019, Mr Le Souef and Capt. Bredhe were introduced to Mr
Beharrell of Winch by Mr Jon Stewart, one of Mr Le Souef’s business partners, and
discussions then took place, including at various meetings, and including Ms Grapin,
about Winch’s potential involvement in the Project. Unsurprisingly, given the nature
and extent of the Project, Winch was very excited about its potential involvement, and
it is common ground that it represented a significant commercial and financial
opportunity for Winch.
7.It is not in dispute that Winch did some initial work on the Project in 2019 and 2020
before the formal contract was executed, including some exterior design work for the
Monaco Yacht Show in 2019, and some design development work in 2020. During this
period, the work appears to have been the subject of separate contractual negotiations.
Some design work was undertaken by Winch in June 2019 and invoiced to Somnio on
or about 20 June 2019. Some specific tasks were undertaken which were the subject of
separate “Fee Overview” letters sent to Capt. Bredhe. In addition, Winch also
produced fee proposals for the main Project on 5 June 2019, 5 July 2019 and 16
October 2019 which led, during the negotiations, to an agreed reduction in the price of
c.£1m on 22 July 2020.
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