Alliance Bank JSC v Aquanta Corporation & Ors [2012] EWCA Civ 1588 (12 December 2012)

Alliance Bank JSC v Aquanta Corporation & Ors [2012] EWCA Civ 1588 (12 December 2012)

Alliance Bank could not maintain a subrogated contractual claim against Ds 3 and 4 in its own name without joining Reachcom, as the payment under the guarantee was disputed and not an out-and-out discharge. The English court was not the clearly appropriate forum for the dispute, and the gateways for service out of the jurisdiction were not satisfied for the non-contractual claims. The Worldwide Freezing Order was properly set aside. The judge's order refusing permission to amend the claim and to serve out was upheld.

Citation
[2012] EWCA Civ 1588
Parties
Appellant/claimant: Alliance Bank JSC; Respondent/defendant: Aquanta Corporation; Respondent/defendant: Bazora Corporation; Respondent/defendant: Serbina Limited; Respondent/defendant: Xilliana Limited; Respondent/defendant: Terpia Limited (formerly Audina Management Services Limited); Respondent/defendant: Mr Margulan Kaliyevich Seisembayev; Respondent/defendant: Mr Erlan Kaliyevich Seisembayev; Respondent/defendant: Mr Askar Kaliyevich Galin; Respondent/defendant: Seimar Alliance Financial Corporation JSC; Respondent/defendant: Mr Aleksei Ageyev; Respondent/defendant: Mr Zhomart Zhadygeruly Ertayev; Respondent/defendant: Mr Dauren Kereibayev; Respondent/defendant: Ms Irina Viktorovna Ivanova; Respondent/defendant: Mr Erik Sultankulov; Respondent/defendant: Mr Anuar Beisebayev
Jurisdiction
England and Wales
Judgment Date
12 December 2012
Procedural Posture
Civil Appeal / Court of Appeal Judgment Following Appeal From High Court (queen's Bench Division, Commercial Court)
Outcome
Appeal dismissed; cross-appeal allowed in part
Legal Topics
Jurisdiction, Subrogation, Contractual Interpretation, Forum Non Conveniens, Worldwide Freezing Order, Material Non Disclosure, Piercing the Corporate Veil
Civil Procedure Commercial Law Conflict of Laws Fraud Jurisdiction Subrogation Contractual Interpretation Forum Non Conveniens +3 more

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Parties

Alliance Bank JSC

Appellant/claimant

Aquanta Corporation

Respondent/defendant

Bazora Corporation

Respondent/defendant

Serbina Limited

Respondent/defendant

Xilliana Limited

Respondent/defendant

Terpia Limited (formerly Audina Management Services Limited)

Respondent/defendant

Mr Margulan Kaliyevich Seisembayev

Respondent/defendant

Mr Erlan Kaliyevich Seisembayev

Respondent/defendant

Mr Askar Kaliyevich Galin

Respondent/defendant

Seimar Alliance Financial Corporation JSC

Respondent/defendant

Mr Aleksei Ageyev

Respondent/defendant

Mr Zhomart Zhadygeruly Ertayev

Respondent/defendant

Mr Dauren Kereibayev

Respondent/defendant

Ms Irina Viktorovna Ivanova

Respondent/defendant

Mr Erik Sultankulov

Respondent/defendant

Mr Anuar Beisebayev

Respondent/defendant

Procedural Posture

Civil Appeal / Court of Appeal Judgment Following Appeal From High Court (queen's Bench Division, Commercial Court)

Legal Issues

  1. 1 Whether the English court has jurisdiction over the claims against the Respondents under the relevant contracts and torts
  2. 2 Whether Alliance Bank can pursue subrogated contractual claims against certain Respondents without joining the original lender (Reachcom)
  3. 3 Whether the English court is the appropriate forum for the dispute

Ratio Decidendi

Alliance Bank could not maintain a subrogated contractual claim against Ds 3 and 4 in its own name without joining Reachcom, as the payment under the guarantee was disputed and not an out-and-out discharge. The English court was not the clearly appropriate forum for the dispute, and the gateways for service out of the jurisdiction were not satisfied for the non-contractual claims. The Worldwide Freezing Order was properly set aside. The judge's order refusing permission to amend the claim and to serve out was upheld.

Court Disposition

Appeal dismissed; cross-appeal allowed in part

Orders

  • Permission to serve out of the jurisdiction set aside
  • Worldwide Freezing Order set aside