TAQA Bratani Ltd & Ors v Fujairah Oil and Gas UK LLC & Ors [2025] EWCA Civ 1669 (19 December 2025)

TAQA Bratani Ltd & Ors v Fujairah Oil and Gas UK LLC & Ors [2025] EWCA Civ 1669 (19 December 2025)

The relevant transaction for s.238 IA 1986 purposes was the dividend declared by UKCS8, not the wider arrangement for the sale of the company. The defence in s.238(5) was not available because there were no reasonable grounds for believing that the dividend would benefit UKCS8; the dividend was solely for the benefit of the parent company, RockRose. The pension write-off was not consideration for the dividend, as there was no quid pro quo or linkage between the two from UKCS8's perspective.

Citation
[2025] EWCA Civ 1669
Parties
Claimant/appellant: TAQA Bratani Limited; Claimant/appellant: TAQA Bratani LNS Limited; Claimant/appellant: Spirit Energy Resources Limited; Defendant/respondent: Fujairah Oil and Gas UK LLC (formerly RockRose UKCS8 LLC); Defendant/respondent: RockRose Energy Limited (formerly RockRose Energy PLC); Defendant/respondent: Viaro Energy Limited; Defendant/respondent: Viaro Investment Limited; Defendant/respondent: Francesco Mazzagatti; Defendant/respondent: Francesco Dixit Dominus
Jurisdiction
England and Wales
Judgment Date
19 December 2025
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeal From High Court (commercial Court)
Outcome
Appeal allowed; case remitted to the Commercial Court to determine the appropriate remedy.
Legal Topics
Transactions at an Undervalue, Section 238 Insolvency Act 1986, Dividends, Corporate Groups, Remedies in Insolvency, Consideration in Corporate Transactions
Insolvency Law Company Law Transactions at an Undervalue Section 238 Insolvency Act 1986 Dividends Corporate Groups Remedies in Insolvency Consideration in Corporate Transactions

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Parties

TAQA Bratani Limited

Claimant/appellant

TAQA Bratani LNS Limited

Claimant/appellant

Spirit Energy Resources Limited

Claimant/appellant

Fujairah Oil and Gas UK LLC (formerly RockRose UKCS8 LLC)

Defendant/respondent

RockRose Energy Limited (formerly RockRose Energy PLC)

Defendant/respondent

Viaro Energy Limited

Defendant/respondent

Viaro Investment Limited

Defendant/respondent

Francesco Mazzagatti

Defendant/respondent

Francesco Dixit Dominus

Defendant/respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeal From High Court (commercial Court)

Legal Issues

  1. 1 What constitutes the relevant 'transaction' for the purposes of s.238 Insolvency Act 1986?
  2. 2 Whether the defence in s.238(5) IA 1986 applies to the transaction in question?
  3. 3 Whether the pension write-off should be treated as consideration for the purposes of s.238(4)?

Ratio Decidendi

The relevant transaction for s.238 IA 1986 purposes was the dividend declared by UKCS8, not the wider arrangement for the sale of the company. The defence in s.238(5) was not available because there were no reasonable grounds for believing that the dividend would benefit UKCS8; the dividend was solely for the benefit of the parent company, RockRose. The pension write-off was not consideration for the dividend, as there was no quid pro quo or linkage between the two from UKCS8's perspective.

Court Disposition

Appeal allowed; case remitted to the Commercial Court to determine the appropriate remedy.

Orders

  • The appeal is allowed.
  • The defence in s.238(5) IA 1986 is not available to the respondents.