Visalia Marketing Corp & Anor v Seadrill Limited & Anor

Visalia Marketing Corp & Anor v Seadrill Limited & Anor

A binding contract was formed on 5 February 2019 between Visalia and Seadrill Management, obliging Seadrill Management to pay Visalia a US$1.5 million fee and 4% of contract revenue, conditional only on a disclosure letter signed by the Sonangol CEO. This condition was satisfied by the letter of 11 April 2019 (or, alternatively, by the letter of 9 May 2022). Seadrill Management’s failure to pay constituted a breach of contract. No trust arose, and New Seadrill Ltd did not assume liability by novation or estoppel. If no contract had existed, Visalia would have succeeded in unjust enrichment against Seadrill Management and Old Seadrill Ltd.

Parties
Claimant: Visalia Marketing Corp; Claimant: Mr John Kennedy; Defendant: Seadrill Limited; Defendant: Seadrill Management AME Ltd
Jurisdiction
England and Wales
Judgment Date
21 July 2025
Procedural Posture
Commercial Court Claim (breach of Contract, Restitution, Trust) / Final Judgment After Full Trial
Outcome
Claim for breach of contract by Visalia against Seadrill Management succeeds; all other claims dismissed.
Legal Topics
Formation of Contract, Unjust Enrichment, Failure of Basis, Fiduciary Duties, Novation, Anti Corruption Compliance, Foreign Corrupt Practices Act (fcpa), Quantum of Damages
Contract Law Restitution Trusts Corporate Law Formation of Contract Unjust Enrichment Failure of Basis Fiduciary Duties +4 more

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Parties

Visalia Marketing Corp

Claimant

Mr John Kennedy

Claimant

Seadrill Limited

Defendant

Seadrill Management AME Ltd

Defendant

Procedural Posture

Commercial Court Claim (breach of Contract, Restitution, Trust) / Final Judgment After Full Trial

Legal Issues

  1. 1 Whether a binding contract existed between Visalia and Seadrill Management for payment of fees for services in facilitating a joint venture
  2. 2 Whether, alternatively, Visalia is entitled to restitution for unjust enrichment
  3. 3 Whether, alternatively, Seadrill Management or Seadrill Limited holds funds on trust for Visalia

Ratio Decidendi

A binding contract was formed on 5 February 2019 between Visalia and Seadrill Management, obliging Seadrill Management to pay Visalia a US$1.5 million fee and 4% of contract revenue, conditional only on a disclosure letter signed by the Sonangol CEO. This condition was satisfied by the letter of 11 April 2019 (or, alternatively, by the letter of 9 May 2022). Seadrill Management’s failure to pay constituted a breach of contract. No trust arose, and New Seadrill Ltd did not assume liability by novation or estoppel. If no contract had existed, Visalia would have succeeded in unjust enrichment against Seadrill Management and Old Seadrill Ltd.

Court Disposition

Claim for breach of contract by Visalia against Seadrill Management succeeds; all other claims dismissed.

Orders

  • Seadrill Management to pay Visalia US$1,500,000 and 4% of Contract Revenue as defined, including dayrate portion of Integrated Services revenue and incentive element of Performance Bonus revenue for Quenguela and West Gemini, but excluding West Gemini pre-novation revenue and Libongos Performance Bonus; quantum to...
  • Interest and damages post-7 October 2024 to be addressed as consequential matters.