TAQA Bratani Limited & Ors v Fujairah Oil and Gas UK LLC & Ors

TAQA Bratani Limited & Ors v Fujairah Oil and Gas UK LLC & Ors

The dividend declared by UKCS8 was the relevant transaction for s.238 purposes; the pension write-off was not consideration for the dividend; the s.238(5) defence does not apply as there were no reasonable grounds for believing the dividend would benefit UKCS8; the appeal is allowed and the matter remitted for determination of remedy.

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; Defendant/respondent: RockRose Energy Limited; 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
Outcome
Appeal allowed; matter remitted to Commercial Court for remedy determination.
Legal Topics
Transaction at Undervalue, Pari Passu Principle, Remedy Under S.238 Insolvency Act, Corporate Distributions, Consideration in Insolvency Context
Insolvency Company Law Transaction at Undervalue Pari Passu Principle Remedy Under S.238 Insolvency Act Corporate Distributions Consideration in Insolvency Context

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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

Defendant/respondent

RockRose Energy Limited

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

Legal Issues

  1. 1 What is the relevant 'transaction' for s.238 Insolvency Act purposes?
  2. 2 Can the pension write-off be treated as consideration for the dividend?
  3. 3 Does the defence in s.238(5) Insolvency Act apply to the dividend transaction?

Ratio Decidendi

The dividend declared by UKCS8 was the relevant transaction for s.238 purposes; the pension write-off was not consideration for the dividend; the s.238(5) defence does not apply as there were no reasonable grounds for believing the dividend would benefit UKCS8; the appeal is allowed and the matter remitted for determination of remedy.

Court Disposition

Appeal allowed; matter remitted to Commercial Court for remedy determination.

Orders

  • Remit to Commercial Court to determine remedy under s.238(3) Insolvency Act 1986.
  • Judge's findings of fact not to be revisited except as permitted under Ground 3.