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Is a supplier who takes your deposit and never delivers just running late? Not if it’s obvious they were never going to perform the contract with you, and last week the High Court refused to let a supplier describe months of nothing, followed by a direct deal with the buyer’s own customer, as a mere “delay”. The goods were 16 million kilos of TNT, which is the main reason I’m writing about it, although the same points apply to any supply contract.
The case is Tripwire South LLC v Astor International Ltd [2026] EWHC 2646 (KB), decided by Sir Clive Freedman sitting as a deputy High Court judge on 16 October 2026. It was a summary judgment application, so the case carries on and the fraud allegations haven’t been decided.
The deal
In September 2024 Tripwire agreed to buy TNT from Astor at $10.50 a kilo, 6 million kilos in the first year and 10 million in the second, and on the same day agreed to sell it on to a customer, Global, at $13.50. It paid Astor a 15% advance of $9.45 million, and deliveries were due monthly from December 2024.
None of the TNT ever arrived, and Global had already renegotiated its price with Tripwire down to $11, which more or less wiped out Tripwire’s margin. In June 2025 Astor signed a contract to supply Global directly at $9.50 a kilo. Three days later Global terminated its contract with Tripwire, and by then Global’s chief executive had bought 24% of Astor.
Delay or non-delivery
By the hearing Astor accepted it was in breach for delay but denied it had failed to deliver at all. Its argument was that Tripwire had never terminated the contract, so Astor could still have delivered late, and that what actually stopped it was Tripwire’s fraud claim and the freezing injunction it obtained in October 2025.
That would have made a big difference to the damages, as a buyer who is only kept waiting gets compensation for the wait, whereas a buyer whose goods never come gets the value of the bargain it lost.
The judge found Astor’s case had no real prospect of success. Nothing had been delivered in the seven months or more before proceedings began, there was no sign Astor had tried to get hold of the TNT, and in June 2025 Astor and Global had replaced Tripwire with a contract of their own, which Astor’s Henry Turnbull had himself described as having “superseded” the old arrangement. By then, in the judge’s words, “the die was cast”, so an injunction four months later couldn’t have stopped Astor performing a contract it had already walked away from, and Tripwire didn’t need to have terminated to claim for losing the whole contract. The facts were unusually stark, though, and a supplier who was slow but still trying would have had a far better argument, so it’s still sensible to terminate clearly and in writing.
The fraud claim
Tripwire also alleges that Mr Turnbull persuaded it to pay the deposit by saying the money would go to Astor’s Vietnamese supplier, when it was really intended (Tripwire says) for other things, including 24 supercars, a yacht and a mansion. Astor says the money went to a supplier as a deposit, and none of this has been tried yet.
Two High Court judges had already found the fraud case arguable, one “by some margin”, and this judge said that taking $9.45 million and doing nothing for months to acquire the TNT, while dealing with the buyer’s customer, at the very least raised a question about whether Astor ever meant to perform. The judgment also records that Mr Turnbull now accepts he knew it was untrue when, in a separate deal, he told Tripwire that the Ministry of Defence had already paid Astor.
Astor counterclaimed that the fraud allegations and the freezing injunction were part of a conspiracy to damage its business, and the judge held that the counterclaim had no real prospect of success against Tripwire. Fraud allegations can go badly wrong for the person making them (I’ve written about a misrepresentation claim that ended in a judgment against the claimant), but here the fraud allegation is what helped Tripwire get its freezing injunction.
Why Tripwire still has no money
Tripwire asked for an interim payment of $48 million, or failing that its $9.45 million deposit, and got neither. The $48 million ignored the price cut to $11, and every figure depended on Global actually paying, which sat awkwardly with Tripwire’s own case in proceedings in Florida that Global had breached their contract regardless of Astor, so the judge couldn’t be confident the contract would even have earned back the deposit. The simplest route to the deposit was a claim in unjust enrichment, which Tripwire had pleaded but chose not to rely on, worried that asking for its money back would cost it the claim for lost profit. HMRC has also now presented a winding-up petition against Astor, due to be heard on 11 November 2026, so whatever Tripwire eventually wins may be hard to collect.
If you’re paying a large deposit
The contract should say what happens to the deposit if the goods haven’t arrived by a long-stop date, ideally with a clear right to terminate and have it repaid, and on a large order it’s worth asking for the money to be held in escrow. If deliveries stop, keep a record of what was due and what hasn’t come, and if you end up suing in more than one country, make sure your case in one doesn’t undermine your case in the other, as Tripwire’s Florida pleadings were a large part of why it left court without any money.
I draft and review supply contracts and terms and conditions for owner-managed businesses. I don’t run litigation myself; those claims go to my Nexa colleagues who handle contract disputes. Get in touch if you need some help.
Written by Steven Mather, a business solicitor acting on company sales and purchases. This is general information about the law, not legal advice on your situation. Law correct as at .
