Rochester Resources Ltd & Ors v Lebedev & Anor
2014
COMMERCIAL COURT
United Kingdom
CORAM
- MR JUSTICE BLAIR
Areas of Law
- Civil Procedure
- Evidence Law
2014
COMMERCIAL COURT
United Kingdom
CORAM
AI Generated Summary
The case centers on an oil and gas business dispute involving arbitration clauses and the 'without prejudice' privilege in the context of settlement communications. Claimants sought an anti-suit injunction, while the defendants aimed to exclude documents based on privilege. The court held that English law governs the admissibility of privileged communications in English proceedings and that the 'without prejudice' privilege protected the draft Complaint and related communications from being admitted as evidence.
JUDGMENT
Jonathan Hirst QC:
The Claimants apply for an injunction pursuant to section 37 of the Senior Courts Act 1981 to restrain the First Defendant (“Mr Lebedev”) from pursuing or taking any step in the action commenced by him against the Second Claimant (“Mr Vekselberg”) and the Third Claimant (“Mr Blavatnik”) in the Supreme Court of New York by Summons and Complaint dated 4 February 2014 under Index No. 650369/2014 (“the New York proceedings”). They do so on the basis that Mr Lebedev is bound by an arbitration agreement contained in an Acquisition Agreement dated 20 June 2003 (“the Acquisition Agreement”). Alternatively they apply for the similar relief pursuant to section 44(2)(e) of the Arbitration Act 1996 pending an order by an arbitral tribunal, yet to be constituted.
Introduction
Mr Vekselberg, Mr Blavatnik and Mr Lebedev are well known and immensely wealthy businessmen. Mr Vekselberg and Mr Lebedev are Russian citizens. Mr Blavatnik was born in Russia but he emigrated to the United States and is now a US citizen.
In about 1997, the Russian Government decided to sell an interest in the oil company OJSC Tyumenskaya Neftyanaya Kompania, also known as Tyumen Oil Company (“TNK”). Mr Lebedev was already the ultimate beneficiary of a minority interest in TNK and also in a subsidiary of TNK. Following discussions between Mr Vekselberg, Mr Blavatnik and Mr Lebedev, Mr Lebedev arranged for the transfer of his interests in TNK and its subsidiary to entities owned by Mr Vekselberg and Mr Blavatnik. He also arranged a transfer of $25 million to an affiliate of Mr Vekselberg and Mr Blavatnik – the parties disagree as to whether this was a loan or a capital contribution and as to whether the payment was made to AS Naftaco Industrial Partners Limited (“Naftaco”) or to Blusdi Financieringmaattschappij NV (“Blusdi)”. The Claimants’ position is that no agreement was made as to what Mr Lebedev would receive in return, but it was expected that at some time in the future an agreement would be reached between the three of them to compensate Mr Lebedev.
The transfer of $25 million was effected via an Agreement dated 26 December 1997 (the “Razno agreement”) for the Sale and Purchase of Securities made between Blusdi and Petrosol Holdings SA, a Swiss corporation controlled by Mr Lebedev. Under the agreement Blusdi agreed to sell one third of the issued shares in Raznotransservis for US$133,300,117. $25 million was payable on 31 December 1997 and the balance in ear