Gordiy v Finadvant Ltd - Share Purchase Agreement Dispute

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  Gordiy v Finadvant Ltd & Anor [2026] EWHC 773 (Ch) (20 March 2026)

URL: https://www.bailii.org/ew/cases/EWHC/Ch/2026/773.html
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[2026] EWHC 773 (Ch) | | |
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WARNING: Reporting restrictions may apply to the contents transcribed in this document, particularly if the case concerned a sexual offence or involved a child. Reporting restrictions prohibit the publication of the applicable information to the public or any section of the public, in writing, in a broadcast or by means of the internet, including social media. Anyone who receives a copy of this transcript is responsible in law for making sure that applicable restrictions are not breached. A person who breaches a reporting restriction is liable to a fine and/or imprisonment. For guidance on whether reporting restrictions apply, and to what information, ask at the court office or take legal advice.
| | | Neutral Citation Number: [2026] EWHC 773 (Ch) |
| | | Neutral Citation Number: [2026] EWHC 773 (Ch) |
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
CHANCERY APPEALS (ChD)

| | | Ref. CH-2026-000033
7 Rolls Building
Fetter Lane
London |
| | | 20 March 2026 |
B e f o r e :

THE HONOURABLE MR JUSTICE RAJAH

| | IN THE MATTER OF | |
| | IRYNA GORDIY | Applicant |
| | - v ? | |
| | (1) FINADVANT LTD | |
| | (2) PNL FINTECH BV | Respondents |

THE APPLICANT appeared in person
MR MILLER appeared on behalf of the Respondents

HTML VERSION OF JUDGMENT (AS APPROED) ____________________

Crown Copyright ©

3. MR JUSTICE RAJAH:
4. This is Ms Gordiy's application, made in the course of her application for permission to appeal the decision of Deputy ICC Judge Passfield on 14 January 2026, to vary or set aside the order of Joanna Smith J, which was made on 2 March 2026. In that order, Joanna Smith J refused a stay of execution of paragraphs 5 and 6 of the order of Deputy?ICC Judge Passfield, when he ordered Ms Gordiy to pay ?22,500 to Finadvant Ltd and ?22,500 to PNL Fintech.
6. The background can be briefly stated. Ms Gordiy was the sole shareholder and the director of a company called Rameeta Limited. Rameeta was an FCA authorised payment institution. On 18 July 2022, Ms Gordiy entered into a Share Purchase Agreement to sell her shares in Rameeta to Finadvant. At the time the SPA was executed, Finadvant's shareholders included Ms Dorofejeva, who was also a director of Finadvant, and a company called Target. Under the SPA, Ms Gordiy was to be paid ?650,000 in cash and allotted shares in Finadvant in exchange for her shares in Rameeta.
8. On 6 October 2022, Fintech entered into a Subscription Agreement with, amongst others, Ms Gordiy, Ms Dorofejeva, and Target, "the Subscription Agreement". That Subscription Agreement facilitated a share swap of the shares in Fintech and Finadvant, respectively. Ms Gordiy also agreed to cancel her options in Finadvant and accept certain stock appreciation rights in Fintech in exchange. Ultimately, the SPA failed to complete and lapsed in accordance with its terms on 18?February 2023.
10. This resulted in Ms Gordiy bringing a number of claims. The first was on 27 June 2023, when she brought proceedings against Finadvant in the County Court alleging a breach of the SPA. She obtained, in those proceedings, a default judgment in the sum of some ?32,000. On 28 June 2023, Ms Gordiy then brought a claim against Ms Dorofejeva and Target for deceit and an unlawful means conspiracy. This claim was dismissed by Foxton?J on 24 May 2024, and Ms Gordiy was ordered to pay Ms Dorofejeva ?62,500 on account of costs, and Target ?65,000 on account of costs.
12. Permission to appeal was refused. An application was made to DJ Tear on 5 February 2025, which was struck out as totally without merit, and which resulted in further orders in the sum of ?7,000 payable to Ms Dorofejeva and ?9,000 payable to Target. In or around March?2023, there were threatened proceedings in the Netherlands against Fintech, but those were abandoned. On 11 November 2024, Ms Gordiy brought a claim against Finadvant for breach of the SPA. She claimed ?1.384 million, and that claim was struck out as an abuse of process on 21 February 2025 by Charles Hollander KC, sitting as a High Court Judge, and Ms Gordiy was ordered to pay Finadvant ?35,000 in costs.
14. Then Ms Gordiy filed a further claim against Finadvant and Fintech. That claim was brought under section 423 of the Insolvency Act, and it came before Deputy ICC Judge Passfield KC as a contested application to serve Fintech out of the jurisdiction. The claim was dismissed as totally without merit, and Ms Gordiy was ordered to pay Finadvant and Fintech the sum of ?22,500 each. These judgments and costs orders had, until very recently, all not been paid in either direction. Ms?Gordiy's default judgment was not paid by Finadvant, and none of the orders against Ms?Gordiy, which I have set out above, were paid.
16. Ms Gordiy now seeks to appeal the order of Deputy ICC Judge Passfield and has applied for permission to appeal. In her appeal notice, she sought a stay of execution of the two costs orders of ?22,500 each, and that was put before Joanna Smith J for urgent consideration. Joanna Smith J did not deal with any of the other applications in that appeal notice, such as the request for permission to appeal.
18. All of those are reserved for another day before another judge, once the appeal bundles and other matters have been put in order. It was simply the application for a stay that was put before Joanna Smith J on 6?February, and she dismissed it on paper on the basis that the appeal notice in section 11 did not set out sufficient grounds justifying a stay.
20. Ms Gordiy now applies to set aside or vary that order, and this is the oral hearing of that application. There is a cross-application from Finadvant for payment of the sum of ?22,500, although that has been modified now to ?17,739, to allow for the fact that Finadvant needs to pay Ms Gordiy the sum due under the default judgment against it. The cross-application is for the payment of that sum into court or into an escrow account in the hands of Finadvant's solicitors.
22. I should mention the bankruptcy proceedings which are on foot. Target presented a bankruptcy petition against Ms Gordiy, which was adjourned and was due to come back before the Bankruptcy Court yesterday. In the interim, Ms Gordiy paid the sum of ?65,000 to Target, which is the vast bulk of the petition debt, excluding possibly interest and costs of the petition.
24. At the hearing yesterday, Finadvant, Fintech, and Ms Dorofejeva appeared as supporting creditors seeking to pursue the petition in respect of the sums due from them. Indeed, I gather, from what I have been told today, that the proceedings have been adjourned to 8 April to allow time for the supporting creditors to set out what they say are the debts due to them from Ms Gordiy.
26. The principles in relation to the stay I have already explained to Ms Gordiy. In broad terms, there is no entitlement to a stay of execution of a judgment simply because an appeal has been made. On the contrary, the rules provide that there will be no stay simply because there is an appeal to this court. If a stay is to be ordered, then the court must be satisfied that it is in the interests of justice that there is a stay. The overriding question is whether there is a risk of injustice to one or either of the parties if the court grants or refuses a stay and if so where the balance of justice lies.
28. What the court does in these circumstances is it looks at this question from each party's perspective, and considers whether the injustice to that party in granting or refusing the stay will outweigh the injustice to the other party in the event that the appeal is successful or unsuccessful.
30. In this case, Ms Gordiy says the risk to her is that she will not be able to recover these costs if she pays them to Finadvant, because they are judgment evaders, she says. She relies on the fact that she has the default judgment, which has not been paid. She also points to the fact, she says, that Finadvant is now a shell company, and that its parent company is out of the jurisdiction. What she said was not disputed by Mr Miller. She says, therefore, she should not be required to pay the sums to Finadvant.
32. The answer to that from Mr Miller, is that his firm hold any funds which are paid in satisfaction of the costs order in an escrow account, together with an undertaking not to dispose of it unless authorised to do so by this court, so those sums will be available in the event that Ms Gordiy's appeal is successful and the costs order is reversed. In those circumstances, it seems to me there is force in the point which Ms Gordiy is making about her concern that paying the sums which are due are ameliorated.
34. Therefore, on the basis of that undertaking, if there are sums which are paid by Ms?Gordiy, they will be held in an escrow account, and at my request an undertaking has already been given by him that any such sums will be held to the order of the court. In my judgment that meets Ms Gordiy's concern that she will not be able to recover any sums paid. Therefore, I will refuse a stay of execution of the orders for costs made by Deputy ICC Judge Passfield.
36. I am not going to order Ms Gordiy to pay the sum of ?17,739 as a condition of this appeal continuing. That application is based on a contention by Mr Miller that she is a serial non-payer of costs. However, my clear impression of this is she is a serial non-payer of costs in relation to Finadvant, Fintech, and Ms Dorofejeva, because of a real sense of ill feeling arising out of the events in 2022. Whether that is the case in respect of all people whom she comes across, I am not so sure. She has, for example, paid Target ?65,000.
38. I was shown a Trust Online Search Report, as at 17 February 2026, which says that Ms?Gordiy owed the sum of ?7,612 to an unknown creditor. I do not know what that relates to, and I do not know whether that is a sum which has since been paid. It is a small sum. I do not think this report justifies a conclusion that she is somebody who is racking up debts which she will not pay.
40. She is clearly not prepared to pay fees to the defendants, but the remedy for that, it seems to me, is to take steps to enforce the orders. I am conscious that if a bankruptcy order is made then that will change the complexion of this appeal. Finadvant says that the cause of action, the subject of the appeal, will rest with the Trustee in Bankruptcy. That is not always a straightforward or simple conclusion, but it is something which will arise for consideration and would have to be considered by the Trustee in Bankruptcy. It seems to me it is not right to make an order for payment now in respect of those sums, when it is being said that actually, Ms?Gordiy is unable to pay all of her debts and should be made bankrupt.
42. I am going to refuse the stay on the basis of the undertaking which I have been given by Mr Miller, and I am going to dismiss the cross-application.
44. ---------------
45. This transcript has been approved by the Judge

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