Navigator Equities Ltd & Anor v Deripaska [2024] EWCA Civ 268 (20 March 2024)

Navigator Equities Ltd & Anor v Deripaska [2024] EWCA Civ 268 (20 March 2024)

The claimants failed to prove to the criminal standard that the effect of EN+'s redomiciliation was the automatic cancellation of the shares subject to the undertakings. No expert evidence of Jersey or Russian law was adduced to support this. The undertakings, read in context, did not prohibit the redomiciliation or require the shares to remain certificated in Jersey. The application to commit for contempt was therefore dismissed. The costs order was justified given the claimants' conduct.

Citation
[2024] EWCA Civ 268
Parties
Appellant/claimant: Navigator Equities Limited; Appellant/claimant: Vladimir Anatolevich Chernukhin; Respondent/defendant: Oleg Vladimirovich Deripaska
Jurisdiction
England and Wales
Judgment Date
20 March 2024
Procedural Posture
Civil Appeal (contempt/costs) / Appeal From High Court Judgment Dismissing Committal Application and Awarding Indemnity Costs
Outcome
Appeal dismissed
Legal Topics
Contempt of Court, Enforcement of Arbitration Awards, Company Redomiciliation, Interpretation of Undertakings, Procedural Fairness
Civil Procedure Commercial Law Arbitration Contempt of Court Enforcement of Arbitration Awards Company Redomiciliation Interpretation of Undertakings Procedural Fairness

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Parties

Navigator Equities Limited

Appellant/claimant

Vladimir Anatolevich Chernukhin

Appellant/claimant

Oleg Vladimirovich Deripaska

Respondent/defendant

Procedural Posture

Civil Appeal (contempt/costs) / Appeal From High Court Judgment Dismissing Committal Application and Awarding Indemnity Costs

Legal Issues

  1. 1 Whether Mr Deripaska breached court undertakings by procuring or permitting B-Finance to vote for EN+'s redomiciliation, amounting to contempt of court
  2. 2 Whether the change of domicile resulted in automatic cancellation of the shares subject to the undertakings
  3. 3 Whether the claimants proved their case to the criminal standard required for contempt

Ratio Decidendi

The claimants failed to prove to the criminal standard that the effect of EN+'s redomiciliation was the automatic cancellation of the shares subject to the undertakings. No expert evidence of Jersey or Russian law was adduced to support this. The undertakings, read in context, did not prohibit the redomiciliation or require the shares to remain certificated in Jersey. The application to commit for contempt was therefore dismissed. The costs order was justified given the claimants' conduct.

Court Disposition

Appeal dismissed

Orders

  • Committal application dismissed
  • Costs order against claimants upheld