BTI 2014 LLC v Sequana S.A. & Ors

BTI 2014 LLC v Sequana S.A. & Ors

The appropriate remedy under section 423 is an order requiring Sequana to pay $138.4 million to BTI for remediation costs already paid, plus an ongoing liability up to the grossed-up value of the May Dividend, including interest and future liabilities for the Lower Fox River and Kalamazoo River clean-ups. The remedy is not limited by subsequent agreements or asset depletion, and the court rejected Sequana's proposals to restrict the remedy. Costs are apportioned 50% to BAT/BTI, reflecting partial success. A stay of execution is granted on the section 423 remedy pending appeal, but not on the costs orders.

Parties
Claimant: BTI 2014 LLC; Defendant: Sequana S.A.; Defendant: Antoine Courteault; Defendant: Pierre Martinet; Defendant: Clive Mountford; Defendant: Martin Newell; Claimant: B.A.T Industries PLC; Defendant: Windward Prospects Limited
Jurisdiction
England and Wales
Judgment Date
10 February 2017
Procedural Posture
Civil / Judgment on Remedies After Main Judgment
Outcome
Partial success for BAT/BTI on the section 423 claim; Dividend Claim dismissed; costs apportioned; stay of execution granted on main remedy pending appeal.
Legal Topics
Transactions at Undervalue, Remedies Under Section 423, Costs Orders, Restorative Remedies, Appeal and Stay of Execution
Company Law Insolvency Law Equity and Trusts Transactions at Undervalue Remedies Under Section 423 Costs Orders Restorative Remedies Appeal and Stay of Execution

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 15 Party arguments 2 Amounts and remedies 11
Sign in to unlock

Parties

BTI 2014 LLC

Claimant

Sequana S.A.

Defendant

Antoine Courteault

Defendant

Pierre Martinet

Defendant

Clive Mountford

Defendant

Martin Newell

Defendant

B.A.T Industries PLC

Claimant

Windward Prospects Limited

Defendant

Procedural Posture

Civil / Judgment on Remedies After Main Judgment

Legal Issues

  1. 1 What is the appropriate remedy under section 423 of the Insolvency Act 1986 for a dividend paid at an undervalue?
  2. 2 Should the remedy be limited by subsequent changes in the parties' positions or agreements?
  3. 3 How should costs be apportioned between the parties given partial success?

Ratio Decidendi

The appropriate remedy under section 423 is an order requiring Sequana to pay $138.4 million to BTI for remediation costs already paid, plus an ongoing liability up to the grossed-up value of the May Dividend, including interest and future liabilities for the Lower Fox River and Kalamazoo River clean-ups. The remedy is not limited by subsequent agreements or asset depletion, and the court rejected Sequana's proposals to restrict the remedy. Costs are apportioned 50% to BAT/BTI, reflecting partial success. A stay of execution is granted on the section 423 remedy pending appeal, but not on the costs orders.

Court Disposition

Partial success for BAT/BTI on the section 423 claim; Dividend Claim dismissed; costs apportioned; stay of execution granted on main remedy pending appeal.

Orders

  • Sequana to pay $138.4 million to BTI for remediation costs, plus ongoing liability up to the grossed-up May Dividend amount, including interest.
  • Liability includes Lower Fox River and Kalamazoo River clean-up costs.