Dana Gas PJSC v Dana Gas Sukuk Ltd & Ors

Dana Gas PJSC v Dana Gas Sukuk Ltd & Ors

The Purchase Undertaking is valid and enforceable under English law, even if the underlying transaction is unlawful under UAE law, because the contract is governed by English law, the obligation to pay is not conditional on a valid transfer under UAE law, the risk of invalidity was contractually allocated to Dana Gas, and English public policy does not prevent enforcement.

Parties
Claimant: Dana Gas PJSC; Defendant: Dana Gas Sukuk Limited; Defendant: Deutsche Trustee Company Limited; Defendant: Deutsche Bank AG; Defendant: Commercial International Bank (Egypt) SAE; Defendant: BlackRock Global Allocation Fund, Inc.
Jurisdiction
England and Wales
Judgment Date
17 November 2017
Procedural Posture
Commercial/financial List / Judgment on Preliminary Issue
Outcome
Declaration granted in favour of the defendants
Legal Topics
Enforceability of Contracts, Choice of Law, Mistake in Contract, Public Policy, Islamic Finance (sukuk)
Private International Law Contract Law Banking and Finance Enforceability of Contracts Choice of Law Mistake in Contract Public Policy Islamic Finance (sukuk)

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Parties

Dana Gas PJSC

Claimant

Dana Gas Sukuk Limited

Defendant

Deutsche Trustee Company Limited

Defendant

Deutsche Bank AG

Defendant

Commercial International Bank (Egypt) SAE

Defendant

BlackRock Global Allocation Fund, Inc.

Defendant

Procedural Posture

Commercial/financial List / Judgment on Preliminary Issue

Legal Issues

  1. 1 Whether the Purchase Undertaking is valid and enforceable under English law if the underlying transaction is unlawful under UAE law
  2. 2 Whether the obligation to pay under the Purchase Undertaking is conditional on a valid transfer of rights under UAE law
  3. 3 Whether the Purchase Undertaking is void for mistake

Ratio Decidendi

The Purchase Undertaking is valid and enforceable under English law, even if the underlying transaction is unlawful under UAE law, because the contract is governed by English law, the obligation to pay is not conditional on a valid transfer under UAE law, the risk of invalidity was contractually allocated to Dana Gas, and English public policy does not prevent enforcement.

Court Disposition

Declaration granted in favour of the defendants

Orders

  • Declaration that the Purchase Undertaking dated 8 May 2013 is valid and enforceable in accordance with its terms