Jalal Bezee Mejel Al-Gaood & Partner & Anor v Innospec Ltd & Ors

Judgment

The Honourable Mr Justice Flaux :

Introduction

The first claimant is a Jordanian registered company which traded at all material times as “NUFT” and/or “NASS”. Its primary business was the supply of special chemicals such as lubricant additives and fuel additives to the oil refining industry. These additives were purchased during the period with which this case is concerned (2000 to 2011) from subsidiaries of Ethyl Corporation (now known as Newmarket Corporation) in the United States, including Ethyl Petroleum Additives Inc, now known as Afton Chemicals Corporation. I will refer to those companies compendiously as “Ethyl”. The second claimant is an Iraqi registered company established for the purpose of carrying on the same business as the first claimant under a 2004 distribution agreement with Ethyl. However the second claimant is dormant and for all practical purposes the business in Iraq was carried on by the first claimant. Mr Jalal Al-Gaood owns 95% of the equity in the first claimant and 100% of the equity in the second claimant and is and was at all material times a director of both. He was clearly the driving force behind these proceedings and was the claimants’ principal witness.

The first defendant (formerly known as Associated Octel Corporation Limited) is an English company which manufactured and sold speciality chemicals including a lead based fuel additive called tetraethyl lead (“TEL”). The first defendant is a 100% subsidiary of the second defendant, formerly known as Octel Corporation, incorporated in Delaware but with its headquarters at the first defendant’s plant in Ellesmere Port, Cheshire. The third defendant, Dr David Turner (with whom the claimants have settled their dispute) was employed by the first defendant as regional sales manager for TEL for Europe, Asia and Australasia from 1994 to 2006 then as business director of TEL from 2006, reporting directly to Mr Paul Jennings, the chief executive officer. Alcor Chemie Vertriebs GmbH (“Alcor”) is a Swiss company which manufactured and supplied fuel additives. It was acquired by the second defendant in 1999 and thereafter acted as a distributor for the defendants’ additives, including TEL. Save where it is necessary to distinguish between these companies, I will refer to them compendiously as “Innospec”. Innospec’s agent for sales of TEL in Iraq was Ousama Naaman acting by his companies Interact and Tawam. The principal individuals who dealt with Mr Naaman were Dr Turner