Barclays Bank PLC v PJSC Sovcombank & Anor
[2024] EWHC 834 (Comm)
Renaissance Securities (Cyprus) Limited v Chlodwig Enterprises Limited & Ors
8 December 2023
[2023] EWHC 3160 (Comm)
High Court
A company got a court order stopping a lawsuit in another country. Some people connected to the company challenged parts of the order. The judge said the order should only threaten punishment to company officers, not just anyone connected to the company, and that a specific legal clause (Babanaft proviso) wasn't needed for this type of order.
Key Facts
- •Renaissance Securities (Cyprus) Ltd. obtained an ex parte anti-suit and anti-anti-suit injunction from Dias J on 3 November 2023 against six defendant companies.
- •Andrey Guryev and Evgenia Guryeva, alleged ultimate beneficial owners of the defendant companies, objected to aspects of the injunction order.
- •The objections concerned the Penal Notice, service of the order, and the lack of a 'Babanaft proviso'.
- •The Claimant later accepted that Mr. and Mrs. Guryev should not be named in the Penal Notice.
Legal Principles
Civil contempt proceedings for a corporate defendant's breach of an order are only capable of being brought against directors or other officers of the company.
Olympic Council of Asia v Novans Jets [2023] EWHC 276 (Comm) at [35]
For the purposes of the Body Corporate Provision, 'directors' embraces de jure or de facto directors, but not shadow directors.
Integral Petroleum v Petrograt [2018] EWHC 2686 (Comm) at [67]-[68]
Non-parties to an injunction who knowingly assist a party in breaching the order can be held in contempt of court (Seaward jurisdiction).
Seaward v Paterson [1897] 1 Ch 545
It is wrong in principle to make an order that has a coercive effect on persons resident abroad and not subject to the court's jurisdiction.
Babanaft International Co SA v Bassatne [1990] 1 Ch 13 and Derby & Co Ltd v Weldon (Nos 3 & 4) [1990] 1 Ch 65
A Babanaft proviso is typically included in worldwide freezing orders to address concerns about extraterritorial jurisdiction and the impact on third parties abroad.
Babanaft International Co SA v Bassatne [1990] 1 Ch 13 and Derby & Co Ltd v Weldon (Nos 3 & 4) [1990] 1 Ch 65
Outcomes
The court continued the anti-suit injunction.
No objection was raised by the defendants.
Mr and Mrs Guryev's application to remove their names from the Penal Notice was granted.
The Penal Notice should only refer to directors or officers of the defendant companies for clarity on the possibility of contempt proceedings; inclusion of UBOs was considered misleading.
Mr and Mrs Guryev's application to set aside the service provisions was dismissed.
The dispensation of personal service was intended only to avoid arguments about notice and caused no prejudice.
Mr and Mrs Guryev's application to include a Babanaft proviso was dismissed.
There is arguable utility for the claimant in its absence and it causes no injustice; no precedent exists for its inclusion in an anti-suit injunction.
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