Lictor Anstalt v Mir Steel UK Ltd & Anor
2014
CHANCERY DIVISION
United Kingdom
CORAM
- THE HON MRS JUSTICE ASPLIN DBE
Areas of Law
- Property and Real Estate Law
- Tort Law
- Contract Law
- Civil Procedure
- Corporate Law
2014
CHANCERY DIVISION
United Kingdom
CORAM
AI Generated Summary
This case, judged by Mrs Justice Asplin, deals with the sale of a hot strip steel mill (HSM) owned by Alphasteel and sold by its administrators to the Defendants, which Lictor claims breached an April Agreement maintaining its rights over the HSM. The ruling confirmed the HSM as part of the land, validating the Agreement, and established intentional breach by Mir. Justification from insolvency laws did not extend to Mir, and land registration laws do not preclude liability for known breaches. Additionally, notable cases and statutes were scrutinized to support the decision.
Judgment
Mrs Justice Asplin :
This case concerns a hot strip steel mill ("HSM") on land in Newport, South Wales (the "Site") and arises from the sale of the Site together with the HSM by the administrators of Alphasteel Limited ("Alphasteel") the registered owner of the Site itself, to the Defendants. The trial is as to the issue of liability only.
In about 1991, the Claimant ("Lictor") a Liechtenstein Anstalt, purchased or was engaged to purchase the parts required to assemble the HSM. Lictor sourced the parts and they were shipped to the Site in about 1997. Lictor permitted Alphasteel to assemble the HSM at the Site and to use it to manufacture steel products.
It is alleged that on 3 April 2000 Alphasteel and Lictor entered into an agreement (the "April Agreement") which amongst other things, purports to regulate the basis upon which Alphasteel would use the HSM.
On 20 December 2007, Alphasteel entered administration. In July 2008, the Administrators sold the Site, together with the HSM and other assets, to the Second Defendant ("Libala”) by means of the purchase by Libala of a "hive down" company, Mir Steel UK Limited (“Mir”). Mir was created for the purpose of the purchase by Libala pursuant to a hive down agreement (the "HDA"). Libala, a company incorporated in Cyprus, lent Mir the purchase price of approximately £57.3 million which was paid to Alphasteel on the same day. On 14 July 2008, Libala purchased the share capital of Mir for £1, to complete the transaction.
In summary, Lictor's case is that by virtue of the April Agreement, Lictor retained ownership of the HSM and rights over it including the right to come upon the Site and remove it. It is said therefore, that the sale of the Site together with the HSM was a breach of the April Agreement, which the Defendants knowingly procured. Lictor asserts that the HSM is a chattel or collection of chattels, and therefore Lictor retains title to the HSM, which was not passed to the Defendants upon transfer of the Site. In the alternative, Lictor claims that Alphasteel, Mir and Libala conspired together to cause damage to Lictor by the use of unlawful means, being the breach of the April Agreement by Alphasteel, resulting in the loss of Lictor's rights to the HSM.
Libala has played no part in these proceedings, and default judgment was granted against it on 10 March 2011.
In December 2011, David Richards J gave judgment on an application by Mir (a) to join Alphasteel and its Administrators to the