Vitol SA v Capri Marine Ltd

Orders under CPR 71.2 requiring an officer of a corporate judgment debtor to attend court for questioning are directed to the individual officer, not to the company. They therefore cannot be served out of the jurisdiction merely because the company is subject to the English court’s jurisdiction. The court cannot use CPR 6.30(2) without identifying a relevant ground under CPR 6.20. The public regulatory jurisdiction to examine company officers in a compulsory winding-up is materially different and does not justify extending CPR 71.2 to private judgment enforcement. A former officer cannot be made subject to an order under CPR 71.2(1)(b) where, when the order is made, he is no longer an officer. A judgment creditor may instead seek judicial assistance through a letter of request.

Vitol obtained an English money judgment against Capri Marine Ltd, a Maltese company, but recovered only part of the judgment debt. It sought orders under CPR 71.2 requiring two individuals, resident in Greece, who were or had been directors of Capri, to attend the English court, provide information and produce documents concerning Capri’s assets.

Permission was granted for service of the orders out of the jurisdiction. The individuals challenged both the substantive orders and the permission to serve them abroad. One individual had ceased to be a director before the order was made. The issues were whether CPR 71.2 permitted service out of the jurisdiction and whether it applied to a former officer.

1. Service out of the jurisdiction. An order under CPR 71.2(1)(b) is made against the natural person who is the company’s officer. It is not an order against the corporate judgment debtor. The contempt warning in CPR 71.2(7) confirms that the individual, rather than the company, is required to obey it.
2. CPR 6.30(2) concerns documents served on parties to proceedings and, in any event, requires an applicable ground under CPR 6.20. No such ground permitted service out of the jurisdiction of an order or application under CPR 71.2(1)(b). The analogy with orders directed to a company but performed by an appropriate officer was therefore rejected.
3. The authorities on witness summonses and costs orders against non-parties did not justify an exorbitant jurisdiction. In re Tucker (a bankrupt) ex parte Tucker [1990] Ch 148 supported the general territorial limitation on compulsory examination. In re Seagull Manufacturing Co Ltd [1993] Ch 345 was distinguishable because it concerned the public regulatory examination of persons responsible for a company in compulsory winding-up. CPR 71.2 concerns private enforcement and applies across a much wider range of judgments and awards.
4. The court therefore set aside the orders permitting service in Greece. A judgment creditor is not without assistance and may seek a letter of request under CPR 34.13 or, where applicable, CPR 34.23.
5. Former officer. The order against Ioannis Kalogiratos was set aside independently because he was no longer an officer of Capri when the order was made. The wording of CPR 71.2(1)(b), the practice direction and prescribed forms presupposed a current officer. Although this conclusion was inconvenient, the rule did not provide criteria for selecting former officers or establish that former officers were within its scope.
6. The question whether CPR 71.2(1)(b) could otherwise be used against a person ordinarily resident abroad was left undecided because it did not arise on the facts.