Integral Petroleum SA v Petrogat and Ors 2021 EWHC 1365 Comm - 14 May 2021
MR JUSTICE CALVER:
1. This is the applicant's, who I will call Integral, without notice application for a worldwide freezing order, together with associated disclosure orders against the respondents, and an order for service of the worldwide freezing order and the proceedings out of the jurisdiction and by alternative means.
2. The orders are sought in support of a substantive claim which the claimants intend to bring under section 423 of the Insolvency Act, in which they allege that the first defendant, Petrogat, acting by or at the direction of the second to fourth defendants, the Sanchoulis and Mr Beisenov, paid away substantial sums of money for no or inadequate consideration. And secondly, that the purpose in doing so was to put the relevant monies out of the reach of Integral in particular.
3. The brief background to the application is that on 16 September 2017, Integral as buyer and Petrogat as seller entered into a contract for the sale of medium and low sulphur fuel oil.
Petrogat's obligations under the contract were guaranteed by Santrade GmbH. Following a tip off, Integral applied ex-parte on notice for injunctive relief to prevent the conversion of its cargo under the contract on 12 January 2018.
4. By the order of Morgan J on 13 January 2018, an injunction was granted. The injunction was then continued by HHJ Waksman, as he was, on 26 January 2018. Three days later, on 29 January 2018, Petrogat and Santrade, in breach of the injunction, converted 37 rail cars of the cargo by diversion to Iran.
5. On 30 April 2018, Integral applied to commit the Sanchoulis for contempt of court for breach of the injunctions, and in a judgment dated 12 March 2020, Foxton J found that in their capacity of de facto directors of Petrogat, the Sanchoulis had indeed, deliberately and consciously breached the injunctions to which I have referred. He considered that this was a case in which committal was appropriate. And on 31 March 2020, he sentenced the Sanchoulis to a term of imprisonment of three months and two months respectively, suspended for a period of 12 months on terms that they commit no further contempt of court in that period.
6. In parallel with the interlocutory proceedings that I have mentioned, by request for arbitration dated 15 January 2018, Integral sought an injunction compelling Petrogat and Santrade to deliver the cargo and damages for conversion, misappropriation or breach of contract and failure to deliver the balance of the cargo. The London Arbitral Tribunal found that Petrogat and Santrade had indeed converted the cargo and made two partial awards in Integral's favour before a final award of a net amount of some 439,000 USD plus costs and interest.
7. Petrogat and Santrade have refused to pay the LCIA awards. Indeed, it is important to note that on 7 November 2019, Stephenson Harwood, solicitors for Petrogat and Santrade wrote to Integral and said as follows:
"We can confirm that our clients will not be making payment of the sums awarded in the partial award to Integral. Enforcement of those awards will not be fruitful. Our clients fully intend to defend the committal proceedings as they have previously done so. In reality, however, they have little concern regarding the result of those proceedings, as they have no need to visit England and Wales."
It goes without saying, that was an extremely contemptuous letter.