Black & Veatch Corporation v KazStroyService Global BV

Black & Veatch Corporation v KazStroyService Global BV

The PCG imposes secondary liability on Global, not primary liability. The second sentence of paragraph 2 of the PCG expresses the principle of co-extensiveness, allowing Global to rely on any defences Petron would have, including equitable set-off under Indian law. Petron’s cross-claims are sufficiently connected to...

Source-derived case information.

Parties
Claimant: Black & Veatch Corporation; Defendant: KazStroyService Global BV
Jurisdiction
England and Wales
Judgment Date
30 July 2021
Procedural Posture
Commercial Contract Dispute (parent Company Guarantee) / Judgment on Preliminary Issues
Outcome
Global is entitled to rely on Petron’s cross-claims as a defence to liability under the PCG.
Legal Topics
Guarantee and Indemnity, Equitable Set Off, Interpretation of Contracts, Conflict of Laws, Parent Company Guarantee, Remedies for Breach
Contract Law Commercial Law Private International Law Guarantee and Indemnity Equitable Set Off Interpretation of Contracts Conflict of Laws Parent Company Guarantee +1 more

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Parties

Black & Veatch Corporation

Claimant

KazStroyService Global BV

Defendant

Procedural Posture

Commercial Contract Dispute (parent Company Guarantee) / Judgment on Preliminary Issues

Legal Issues

  1. 1 Whether the Parent Company Guarantee (PCG) imposes primary or secondary obligations on the guarantor (Global)
  2. 2 Whether Global can rely on Petron’s cross-claims as a defence to liability under the PCG
  3. 3 Whether a defence of equitable set-off under Indian law is available to Global as a 'right in defense of liability' under the PCG

Ratio Decidendi

The PCG imposes secondary liability on Global, not primary liability. The second sentence of paragraph 2 of the PCG expresses the principle of co-extensiveness, allowing Global to rely on any defences Petron would have, including equitable set-off under Indian law. Petron’s cross-claims are sufficiently connected to B&V’s claims to be relied upon as a defence of equitable set-off. The Consortium Agreement does not exclude the right to rely on equitable set-off. Therefore, Global is entitled to rely on Petron’s cross-claims as a defence to B&V’s claims under the PCG.

Court Disposition

Global is entitled to rely on Petron’s cross-claims as a defence to liability under the PCG.

Orders

  • Declaration that the PCG imposes secondary liability on Global.
  • Declaration that Global may rely on Petron’s cross-claims as a defence of equitable set-off under Indian law.