ADM International SARL v Grain House International SA & Anor (Rev1) [2024] EWCA Civ 33 (25 January 2024)

ADM International SARL v Grain House International SA & Anor (Rev1) [2024] EWCA Civ 33 (25 January 2024)

The Court of Appeal held that 'value' in the asset disclosure order referred to market value, not unencumbered value, and thus there was no breach in failing to disclose encumbrances. Accordingly, the findings of contempt based on non-disclosure of encumbrances (Contempt 3) and related breaches were set aside. The court also clarified the strict construction principle for orders carrying penal consequences and the requirements for director liability in contempt. The penalties imposed for those findings were quashed.

Citation
[2024] EWCA Civ 33
Parties
Claimant/respondent: ADM INTERNATIONAL SARL; Defendant/appellant: GRAIN HOUSE INTERNATIONAL S. A.; Defendant/appellant: ELHACHMI BOUTGUERAY
Jurisdiction
England and Wales
Judgment Date
25 January 2024
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeal From High Court
Outcome
Appeal allowed in part; findings of contempt and penalties for non-disclosure of encumbrances quashed.
Legal Topics
Asset Disclosure Orders, Freezing Orders, Enforcement of Arbitration Awards, Contempt Proceedings, Director Liability
Civil Procedure Commercial Law Contempt of Court Arbitration Asset Disclosure Orders Freezing Orders Enforcement of Arbitration Awards Contempt Proceedings +1 more

Case Brief

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Parties

ADM INTERNATIONAL SARL

Claimant/respondent

GRAIN HOUSE INTERNATIONAL S. A.

Defendant/appellant

ELHACHMI BOUTGUERAY

Defendant/appellant

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeal From High Court

Legal Issues

  1. 1 Whether the appellants were in contempt of court for breaches of asset disclosure and freezing orders
  2. 2 Proper construction of 'value' in asset disclosure orders—market value vs unencumbered value
  3. 3 Whether director liability for corporate contempt survived post-2020 CPR amendments

Ratio Decidendi

The Court of Appeal held that 'value' in the asset disclosure order referred to market value, not unencumbered value, and thus there was no breach in failing to disclose encumbrances. Accordingly, the findings of contempt based on non-disclosure of encumbrances (Contempt 3) and related breaches were set aside. The court also clarified the strict construction principle for orders carrying penal consequences and the requirements for director liability in contempt. The penalties imposed for those findings were quashed.

Court Disposition

Appeal allowed in part; findings of contempt and penalties for non-disclosure of encumbrances quashed.

Orders

  • Findings of contempt for non-disclosure of encumbrances set aside.
  • Penalties (fine and imprisonment) for those findings quashed.