Albion Energy Limited v Energy Investments Global Limited and Heritage Oil Limited [2020] JRC 147A (30 July 2020)

Albion Energy Limited v Energy Investments Global Limited and Heritage Oil Limited [2020] JRC 147A (30 July 2020)

The Court held that the collateral (shares) was sufficiently identified for the security interest to attach, the doctrine of merger did not extinguish Albion's rights to enforce its security, and that Albion was entitled to enforce its security over the shares due to EIGL's continuing default. The Court found it reasonably necessary to facilitate realisation of the collateral by ordering the transfer and registration of the shares to Albion.

Citation
[2020] JRC 147A
Parties
Applicant: Albion; Respondent: EIGL; Respondent: Heritage Oil
Jurisdiction
Jersey
Judgment Date
30 July 2020
Procedural Posture
Security Enforcement / Judgment
Outcome
application granted in part
Legal Topics
Security Interests, Perfection of Security, Doctrine of Merger, Enforcement of Security, Share Transfer, Collateral Identification
Commercial Law Secured Transactions Company Law Security Interests Perfection of Security Doctrine of Merger Enforcement of Security Share Transfer +1 more

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Parties

Albion

Applicant

EIGL

Respondent

Heritage Oil

Respondent

Procedural Posture

Security Enforcement / Judgment

Legal Issues

  1. 1 Whether the collateral (shares) was sufficiently identified for the security interest to attach under Article 18 of the Security Interests Law
  2. 2 Whether the doctrine of merger and Article 8 of the Judgments (Reciprocal Enforcement) (Jersey) Law 1960 extinguished Albion's rights under the SPA and SIA
  3. 3 Whether Albion is entitled to enforce its security over the shares despite the English judgment and escrow arrangement

Ratio Decidendi

The Court held that the collateral (shares) was sufficiently identified for the security interest to attach, the doctrine of merger did not extinguish Albion's rights to enforce its security, and that Albion was entitled to enforce its security over the shares due to EIGL's continuing default. The Court found it reasonably necessary to facilitate realisation of the collateral by ordering the transfer and registration of the shares to Albion.

Court Disposition

application granted in part

Orders

  • EIGL shall transfer 19,249,664 shares constituting the final tranche into the name of Albion.
  • Heritage Oil shall register the transfer of the 19,249,664 shares from EIGL to Albion in its register of members, issue a certificate of title, and deliver it to Albion.