Tullow Uganda Ltd v Heritage Oil and Gas Ltd & Anor

Tullow Uganda Ltd v Heritage Oil and Gas Ltd & Anor

The Claimant is entitled to indemnity under Article 7.2 of the SPA for the payment made to the URA, as the agency notices were valid under Ugandan law or, alternatively, the Claimant believed in their validity on reasonable grounds based on Ugandan legal advice. No contractual defence, breach, or alleged collusion disentitles the Claimant from indemnity. Notice requirements were not conditions precedent, and any breach caused no loss. The alternative claim in restitution does not arise.

Parties
Claimant: Tullow Uganda Ltd; First Defendant: Heritage Oil and Gas Ltd; Second Defendant: Heritage Oil Plc
Jurisdiction
England and Wales
Judgment Date
14 June 2013
Procedural Posture
Commercial Dispute (contractual Indemnity Claim) / Judgment After Trial
Outcome
Judgment for the Claimant against both Defendants
Legal Topics
Indemnity Under Contract, Tax Recovery From Non Resident, Interpretation of Agency Notices, Restitution/unjust Enrichment, Notice Requirements Under Contract
Contract Law Tax Law Commercial Law Indemnity Under Contract Tax Recovery From Non Resident Interpretation of Agency Notices Restitution/unjust Enrichment Notice Requirements Under Contract

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Parties

Tullow Uganda Ltd

Claimant

Heritage Oil and Gas Ltd

First Defendant

Heritage Oil Plc

Second Defendant

Procedural Posture

Commercial Dispute (contractual Indemnity Claim) / Judgment After Trial

Legal Issues

  1. 1 Whether the Claimant is entitled to indemnity under Article 7.2 of the SPA for payment of Ugandan tax assessed against the Defendant and paid by the Claimant under agency notices from the Uganda Revenue Authority (URA)
  2. 2 Whether the agency notices served on the Claimant were valid under Ugandan law
  3. 3 Whether the Claimant believed in the validity of the notices at the time of payment

Ratio Decidendi

The Claimant is entitled to indemnity under Article 7.2 of the SPA for the payment made to the URA, as the agency notices were valid under Ugandan law or, alternatively, the Claimant believed in their validity on reasonable grounds based on Ugandan legal advice. No contractual defence, breach, or alleged collusion disentitles the Claimant from indemnity. Notice requirements were not conditions precedent, and any breach caused no loss. The alternative claim in restitution does not arise.

Court Disposition

Judgment for the Claimant against both Defendants

Orders

  • The Claimant is entitled to indemnity for the sum of $313,447,500 paid to the Uganda Revenue Authority under Article 7.2 of the SPA.
  • Further directions to be given regarding the destination of the sum remaining in escrow.