Key Facts
- •Unitel S.A. (Angola) sought a freezing order against Isabel dos Santos (Second Defendant) and Unitel International Holdings B.V. (UIH, First Defendant, Netherlands).
- •Unitel alleges uncommercial loans (totaling €322,979,711 and US$43,000,000) were made to UIH by Unitel between 2012 and 2013, procured by Ms. dos Santos for her benefit, breaching her directorial duties.
- •Ms. dos Santos denies the allegations, claiming the loans were approved and the case is politically motivated.
- •UIH stopped interest payments in late 2019/early 2020, leading Unitel to demand repayment in September 2020.
- •Ms. dos Santos' assets are subject to several other freezing orders from the Angolan State and others.
- •A key dispute involved the interpretation of 'good arguable case' within the context of freezing order applications.
- •Angolan Commercial Companies Law, Article 80(1), concerning the timeframe for filing indemnity actions, was central to the defense's arguments.
Legal Principles
Good arguable case for a freezing order.
Ninemia Maritime Corp v Trave Schiffahrtsgesellschaft GmbH (The ‘Niedersachsen’) [1983] 2 Lloyd’s Rep 600, Lakatamia Shipping Co. Ltd. v Morimoto [2019] EWCA Civ 2203, Kazakhstan Kagazy plc v Arip [2014] EWCA Civ 381, Harrington & Charles Trading Co. Ltd. v Mehta [2022] EWHC 2960 (Ch), Chowgule & Co Pte. Ltd. v Shire [2023] EWHC 2815 (Comm), Magomedov v TGP Group Holdings (SBS) LP [2023] EWHC 3134 (Comm), PJSC Bank Finance and Credit v Zhevago [2021] EWHC 2522 (Ch)
Risk of dissipation of assets.
Fundo Soberano De Angola v Santos [2018] EWHC 2199 (Comm), Lakatamia Shipping Co. Ltd. v Morimoto [2019] EWCA Civ 2203, Tugushev v Orlov [2019] EWHC 2031 (Comm), Holyoake v Candy [2018] EWCA Civ 297
Just and convenient to grant a freezing order.
AA v BB [2019] EWCA Civ 2203
Three-limb test for jurisdictional gateway (applicability debated in context of freezing orders).
Brownlie v Four Seasons Holdings Inc [2017] UKSC 80, Goldman Sachs International v Novo Banco SA [2018] UKSC 34, Kaefer Aislamientos SA de CV v AMS Drilling Mexico SA de CV [2019] EWCA Civ 10
Angolan Commercial Companies Law (ACCL), Article 80(1), regarding the six-month timeframe for filing indemnity actions.
Angolan Commercial Companies Law, Article 80(1)
Outcomes
Freezing order granted in favour of Unitel.
The court found Unitel satisfied the requirements for a freezing order: a good arguable case on the merits, a real risk of asset dissipation, and it being just and convenient to grant the order. The court considered both the 'Niedersachsen' test and the three-limb test for 'good arguable case', ultimately concluding that Unitel met the criteria under both.