Albion Resources Ltd v Heritage Oil Ltd & Anor [2022] EWHC 162 (Comm) (28 January 2022)

Albion Resources Ltd v Heritage Oil Ltd & Anor [2022] EWHC 162 (Comm) (28 January 2022)

The Defendants are not entitled to reopen or deduct expenses previously allocated and set-off by Heritage Oil, except for those expressly conceded by Albion. The contractual right to require evidence for expenses was exercisable only at the time of allocation or payment, not years later. Only expenses that were not yet allocated or set-off at the time of the SPA can be deducted. The deductions are limited to those conceded by Albion.

Citation
[2022] EWHC 162 (Comm)
Parties
Claimant: Albion Resources Limited; First Defendant: Heritage Oil Limited; Second Defendant: Energy Investments Global Limited
Jurisdiction
England and Wales
Judgment Date
28 January 2022
Procedural Posture
Commercial Claim for Repayment Under Loan Agreement and Share Purchase Agreement / High Court Trial Judgment
Outcome
Judgment for the Claimant (Albion Resources Limited) for the loan balance claimed, subject to deductions conceded by Albion.
Legal Topics
Loan Agreements, Share Purchase Agreements, Contractual Interpretation, Set Off and Deductions, Corporate Expenses, Consultancy Agreements
Contract Law Commercial Law Loan Agreements Share Purchase Agreements Contractual Interpretation Set Off and Deductions Corporate Expenses Consultancy Agreements

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Parties

Albion Resources Limited

Claimant

Heritage Oil Limited

First Defendant

Energy Investments Global Limited

Second Defendant

Procedural Posture

Commercial Claim for Repayment Under Loan Agreement and Share Purchase Agreement / High Court Trial Judgment

Legal Issues

  1. 1 Whether further deductions for expenses are available to the Defendants under clause 6.1 of the SPA
  2. 2 Whether the Defendants can reopen previously allocated expenses for want of evidence
  3. 3 Whether jet costs and debit card expenses are deductible under the SPA

Ratio Decidendi

The Defendants are not entitled to reopen or deduct expenses previously allocated and set-off by Heritage Oil, except for those expressly conceded by Albion. The contractual right to require evidence for expenses was exercisable only at the time of allocation or payment, not years later. Only expenses that were not yet allocated or set-off at the time of the SPA can be deducted. The deductions are limited to those conceded by Albion.

Court Disposition

Judgment for the Claimant (Albion Resources Limited) for the loan balance claimed, subject to deductions conceded by Albion.

Orders

  • Defendants to pay the outstanding loan balance after deduction of US$446,185.14 (debit card expenses), US$108,297.28 (invoice expenses), and US$118,446.36 (Plaza 107 expenses), with deductions effective as of 3 March 2021 and 19 January 2022 as applicable.