JDK Holdings Corp v Bourgade & Anor [2026] EWHC 1072 (Ch) (13 May 2026)
Edward Cumming KC appeared – at short notice – for the claimant, JDK Holdings Corp, in its successful attempt to amend its claim, and avoid it being struck out, in this bitter dispute concerning the controlling shareholding of the Italian airline, Aeroitalia SRL (“Aeroitalia”).
Edward had not been involved in the original pleading of the claim, or in the drafting of the proposed amendments, but – after a bitter and protracted dispute over the pleading of the claim – was instructed to defend the proposed amendments and to seek to preserve the claim.
The shares in Aeroitalia are all currently held by the first defendant, Mr Bourgade. The substance of the claimant’s case is that Mr Bourgade and the claimant, through its agent Mr Efromovich, entered into a joint venture agreement the effect of which was that the claimant would ultimately hold 95% of the shares in Aeroitalia with Mr Bourgade holding 5% (“the joint venture”). The claimant’s position is that Mr Bourgade held his interest in Aeroitalia on trust for the second defendant, Asluma Aero Holdings, (“Asluma”) and that the claimant had the right to acquire 95% of the issued share capital of Asluma thus giving it control over Aeroitalia. The claim is said to have a value of in excess of £40m.
In allowing the claimant to amend its claim, in her judgment in JDK Holdings Corp v Bourgade & another [2026] EWHC 1072 (Ch), Master Kaye observed that – although the claimant has always sought specific performance of the joint venture, declarations and damages such that it would end up with its 95% share of Aeroitalia, it had struggled to set out with sufficient clarity how it expressed, particularised or intended to evidence the terms of the underlying joint venture. The reason for the apparent difficulty in pleading the joint venture was that it was not recorded in a single document which clearly set out all the terms that the parties were said to have agreed but was rather derived from meetings/discussions, emails and other documents which are said to evidence the development of the proposed joint venture between July 2021 and January 2022.
Master Kaye accepted Edward’s submissions that the revised pleading did now set out a clear framework for the joint venture that was supported by (i) witness evidence from two of the participants in the negotiations and discussions, Mr Efromovich (agent for the claimant) and Mr Restrepo (a Colombian advocate who describes himself as legal advisor to both Mr Efromovich and the claimant), which are said to give rise to the joint venture on which the claimant relies, and (ii) documentary evidence which tends to support the terms of the joint venture advanced by the claimant albeit that part of the documentary evidence is said to be sham agreements intended to conceal that the claimant was the ultimate source of the funding for the acquisition of Aeroitalia.
The case illustrates how challenges of litigating in relation to evolving joint ventures, that are not fully documented, might be overcome.
To read the full judgment, please click here.
Edward Cumming KC and Francis Hornyold-Strickland instructed by Reynolds Porter Chamberlain LLP (“RPC”) for the Claimant.
