Tethys Petroleum Limited v The Rt Hon The Lord Lilley & Anor
[2023] EWHC 725 (Ch)
Dr Marcel Normann & Anor v Xio (UK) LLP & Ors
15 November 2023
[2023] EWHC 2862 (Comm)
High Court
Two former employees sued their old company for a big bonus. The court said they didn't have a contract for the bonus because there was no agreement about it, and their bosses' promises weren't enough. The case was thrown out.
Key Facts
- •Claimants, former senior executives of XIO Group, claim over US$38 million in carried interest from XIO Group companies.
- •First and Second Defendants (XiO UK and XiO Cayman) are in liquidation.
- •Claimants' primary case is a breach of contract against Third to Fifth Defendants (Ds 3-5).
- •Claimants allege various statements by Mr. Pacini and Ms. Li promising carried interest.
- •Claimants' employment contracts did not include carried interest.
- •Defendants applied for reverse summary judgment/strike out.
- •Claimants applied for permission to re-amend their case and add new parties.
- •Projects Camping, Laguna, and Jefferson were investments involved.
- •Draft Bonus Agreements were prepared but never signed by the Claimants.
Legal Principles
Summary judgment test: realistic vs. fanciful prospects of success.
White Book, paragraph 24.2.3; Easyair Ltd v Opal Telecom [2009] EWHC 339 (Ch) at [15]; King v Stiefel [2021] EWHC 1045 (Comm), [15-22]; Attrill & Others v Dresdner Kleinwort Ltd and Another [2011] EWCA Civ 229
Strike out test: no reasonable grounds for bringing the claim.
White Book, paragraphs 3.4.1 and 3.4.2
Intention to create legal relations is assessed objectively.
Dresdner Kleinwort v Attrill [2013] EWCA Civ 394
Contract formation requires offer and acceptance.
Chitty, 4-031-4-036; general contract law principles
Corporate veil: separate legal personality of companies.
Salomon v A Salomon & Co Ltd [1896] UKHL 1, [1897] AC 22
Quantum meruit: no claim where a subsisting contract exists.
Goff & Jones, 10th ed, para 3-12; Diamandis v Willis [2015] EWHC 312 (Ch), para 84
Three certainties for express trust.
Lewin 20th Ed 5-003
Outcomes
Defendants' application for reverse summary judgment/strike out granted.
Claimants failed to demonstrate realistic prospects of success on their contract claim against Ds 3-5 due to lack of evidence of offer, acceptance, and contractual relationship with Ds 3-5.
Claimants' application to amend their case denied.
This application was contingent on the success of the main claim.
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