Sibir Energy Ltd & Ors v (1) Slocom Trading Ltd & Ors
2014
COURT OF APPEAL (CRIMINAL DIVISION)
United Kingdom
CORAM
- LORD JUSTICE BRIGGS
Areas of Law
- Contract Law
- Corporate Law
2014
COURT OF APPEAL (CRIMINAL DIVISION)
United Kingdom
CORAM
AI Generated Summary
Tatik Inc. sold Villa Maria Irina to Maritime Villa Holdings SCI. Slocom Trading Ltd. and Derbent Management Ltd. claimed rights under a loan agreement. The trial court found in favor of Slocom, awarding substantial damages and declaring an equitable mortgage over the Villa. On appeal, the court upheld the decision, rejecting claims that the December Loan Agreement was a sham and that the Assignment Agreement was voidable as a fraud on creditors.
Judgment
Lord Justice Briggs :
On 13 th May 2010 Tatik Inc (“Tatik”), a Delaware corporation, sold to the French company Maritime Villa Holdings SCI (“Maritime”) the Villa Maria Irina on Cap Martin in the south of France (“the Villa”), said to be one of the largest private properties on the Cote D’Azur, for EUR70,000,000, pursuant to an option granted in January 2010 and governed by French law.
The sale of the Villa was part of an elaborate mechanism whereby the entirety of the value of the Villa (less certain of Tatik’s tax liabilities) was to be conferred upon an English-registered former AIM company Sibir Energy PLC (“Sibir”), which was managed from Moscow and carried on oil and gas exploration and production in Russia. Sibir is now wholly owned by the state-controlled Russian oil company Gazprom-Neft.
The conferring upon Sibir of the value of the Villa was an important part in the settlement of Sibir’s claim that it had been defrauded of sums in excess of US$400,000,000 between September and early December 2008 by its then director Mr. Chalva Tchigirinski who had been, prior to the financial crash in 2008, one of the wealthiest men in Russia and who had been the ultimate beneficial owner of the Villa. Since Maritime was at the time of the settlement a wholly-owned subsidiary of Sibir, the sale of the Villa benefitted Sibir not merely in relation to the proceeds of sale, but by it becoming the ultimate beneficial owner of the Villa itself, through Maritime.
The claimants in these proceedings (and respondents to this appeal) Slocom Trading Limited and Derbent Management Limited are both companies incorporated in Cyprus. When they discovered that the Villa was to be sold, they sought to prevent it. Slocom claimed to be a secured creditor of Tatik, as assignee from Derbent of the benefit of a loan agreement between Derbent and Tatik dated 19 th December 2008 (“the December Loan Agreement”), together with security including a pledge of Mr. Tchigirinski’s shares in Tatik (“the Pledge”) and an equitable mortgage over the Villa itself, pursuant to an assignment agreement between Derbent and Slocom dated 24 th December 2008 (“the Assignment Agreement”).
Slocom did temporarily delay the sale, but a without-notice injunction to that effect was discharged in May 2010 by reason of serious non-disclosure of Sibir’s likely defences. Nonetheless, Slocom pursued claims that the sale of the Villa amounted to an actionable interference by Sibir and Maritime with it