Masri v Consolidated Contractors International Company SAL & Anor

Where an English order requires a company to provide information about assets outside England and Wales, a foreign court order restraining that disclosure may engage a clause preserving compliance with orders of foreign courts. The clause is construed according to its ordinary and natural meaning, read in the context in which it was included. It is not confined to disputes about title to, or seizure of, assets. A company may therefore refuse to provide information, and potentially related written confirmations, while the foreign restraint remains in force, unless it is set aside or an exequatur is obtained. The scope of the foreign order remains primarily a matter for the foreign court.

The claimant was enforcing judgments exceeding $63 million against the defendants. A receiver had been appointed and the defendants were required to provide information and confirmations concerning oil revenues and related assets. The receivership order also provided that nothing in it required the defendants or their directors, in respect of assets outside England and Wales, to disobey an order of a foreign court of competent jurisdiction.

A Lebanese court subsequently prohibited the defendants from providing information about the company in execution of English orders. The application concerned the proper construction of paragraph 15 of the receivership order and its effect on the defendants’ obligations under paragraph 7. The court also considered the position of written confirmations to third parties.

1. Construction of paragraph 15. The defendants’ construction was preferred. Paragraph 15, read according to its ordinary and natural meaning and in the context of the advice concerning the restrictions imposed by Lebanese law, was not confined to issues of title to, or seizure of, assets.
2. The distinction from paragraph 14 supported that conclusion. Paragraph 14 expressly referred to obligations under the law of the country in which assets were situated and to orders of a court of that country. Paragraph 15 contained no equivalent limitation.
3. The Lebanese order prohibited the defendants from giving information about the company in execution of the English decisions. Providing the information required by paragraph 7(a) and (c) would therefore involve disobedience to that order. The defendants were entitled to refuse those requests unless and until the Lebanese order was set aside or an exequatur was obtained.
4. The position concerning written confirmations under paragraph 7(b) was less certain. Such a confirmation might not itself involve giving information, but copies of it might do so. Since the scope of the Lebanese order was a matter for the Lebanese court, the defendants were also entitled to refuse the confirmations, subject to the same provisos and to any review by the Lebanese court.
5. It was unnecessary to decide the effect of the precise wording of the proposed confirmation letter. The objections advanced by the defendants were not made out.

1. High Court (Commercial Court): The underlying liability proceedings were tried before Gloster J, whose judgment was handed down on 28 July 2006 and is reported at [2008] 1 All ER 305. A receivership order was made on 20 December 2007.
2. Court of Appeal: The appeal against the underlying orders was dismissed on 4 April 2008.
3. High Court (Commercial Court): The present court construed paragraph 15 of the receivership order and held that the Lebanese restraint entitled the defendants to refuse the specified information and confirmations, subject to the stated provisos.