Evison Holdings Ltd v Finvision Holdings Ltd ao proceedings before the Supreme Court of Cyprus (2018) and the District Court of Limassol (2019) - Greek
On August 26, 2016 a Framework Agreement for the merger of two Russian Banks, Uniastrum Bank and Orient Express Bank was signed between Evison Holdings Ltd, a Cyprus company, and BOC Russia (Holdings) Ltd (later renamed as Finvision Holdings Ltd), also a Cyprus company. On the same date, the following agreements were also signed by same parties to same end: (a) the Call Option Agreement allowing Finvsion Holdings Ltd to purchase shares and appoint members of the Management Board of Orient Express Bank, the surviving corporation; (b) the Deed of Understanding, and; (c) the Shareholders' Agreement. Merger was effective on January 2017.
Later, disputes arose regarding the right of Finvision Holdings Ltd to purchase shares and appoint members of the Management Board. Evison Holdings Limited filed four requests for arbitration before the London Court of International Arbitration ('LCIA') under the arbitration clause in the agreements of August 26, 2016 requesting, among others, damages for fraud and / or false representations by Finvision Holdings Ltd during the merger and declaration/ order that the Call Options Agreement was void and / or it had expires and / or Finvision Holdings Ltd did not timely exercise its right.
Finvision Holdings Ltd was of the opinion that under the Deed of Understanding competent arbitral tribunal was the International Court of Arbitration of Russian Federation Chamber of Commerce & Industry ('ICAC'), as under Russian law LCIA may not exercise its jurisdiction. It therefore intended to file a request for arbitration with ICAC and it later did so.
Both parties turned to Courts in Cyprus in order to acquire interim judgments. On May 10, 2018 Evison Holdings Ltd applied ex parte for and acquired an anti-suit and anti-arbitration injunction prohibiting arbitration and litigation proceedings on said agreements but for the proceedings before LCIA. It also acquired an interim judgment prohibiting any change in the Board of Directors of Finvision Holdings Ltd. Finvision Holdings Ltd was granted a leave to file a certiorari against those by the Supreme Court of Cyprus (Re Finvision, Supreme Court of Cyprus Civil Case No. 44/2018, judgment of May 16, 2018). The Court found that competent courts are the courts of the seat of the arbitration. Still, Cyprus courts could extraordinarily exercise their jurisdiction for practical reasons. However, in the present case such reasons were not established, neither assets nor evidence were situated in Cyprus and no other connection to Cyprus existed, but for being the place of incorporation of the parties. It thus, issued a certiorari annulling the interim judgments of May 10, 2018 (Re Finvision, Supreme Court of Cyprus Civil Case No. 57/2018, judgment of July 10, 2018).
On September 11, 2018 Finvision Holdings Ltd re-domiciled itself to Vladivostok, Russia, under the name International Company Finvision Holdings (Limited Liability Company). Under Russian law, the legal entity as such did not undergo any change, but for the lex incorporationis. Under the law of Cyprus, apparently, no such change was possible and therefore it remained a Cypriot company.
On October 8, 2018 both parties agreed to suspend all litigation and arbitration proceedings. After the suspension period was over, in February 2019, Mr. Sherzod filed a criminal complaint initiating criminal proceedings in Russia against four representatives of Evison Holdings Ltd who were also witnesses at the LCIA arbitration proceedings.
On March 19, 2019 Finvision Holdings Ltd filed a civil suit against Evison Holdings Ltd before the Amur Oblast Arbitrazh Court in Russia. On March 24, 2019 Evison Holdings Ltd acquired an anti-suit injunction from LCIA that was violated on March 25, 2019. It then acquired a similar anti-suit injunction from the English High Court that was violated on April 1, 2019, the date of the hearing before the Amur Oblast Arbitrazh Court in Russia.
On April 10, 2019 Evison Holdings Ltd applied to the District Court of Limassol in Cyprus requesting interim judgments in aid of the LCIA arbitration. More specifically it requested: an interim judgment prohibiting removing, replacing or suspending Mr. Nesterenko from serving as interim Chairman of the Management Board of the Orient Express Bank; and an interim judgment appointing any new interim Chairman of the Management Board of said bank. The Court, in view of the arbitration clause set out in the Shareholders' Agreement of August 26, 2016 and the re-domiciliation of Finvision Holdings Ltd to Russia, found that it would not be proper to exercise its jurisdiction and it rejected the requests (Evison Holdings Ltd v. Finvision Holdings Ltd a.o., District Court of Limassol Civil Case No. 80/2019, interim judgment of July 9, 2019). It is not clear whether a final judgment was issued.
Evison Holdings Ltd v. Finvision Holdings Ltd a.o. (LCIA arbitration(s) & ICAC arbitration at the RF CCI)
Available in this document (in Greek):
- Re Finvision Holdings Limited, Supreme Court of Cyprus Civil Case No. 44/2018 - judgment of May 16, 2018
- Re Finvision Holdings Limited, Supreme Court of Cyprus Civil Case No. 57/2018 - judgment of July 10, 2018
- Evison Holdings Ltd v. Finvision Holdings Ltd,. .. Sherod,. .. Yuri, District Court of Limassol Civil Case No. 80/2019 - interim judgment of July 9, 2019