JSC VTB Bank v Skurikhin & Anor

A pre-trial disclosure order ancillary to a freezing injunction should ordinarily remain within the injunction’s ambit and serve its effective operation. The court may, however, order targeted additional disclosure where the injunction restrains dealings with rights in English entities, there is a real connecting link with England, and the information is necessary to identify and preserve those rights or to police the injunction. Disclosure must remain proportionate and must not provide a collateral advantage or enable investigation of the merits. Separate corporate personality prevents enforcement against the underlying assets of subsidiaries where only the parent’s shares are restrained. Permission to enforce a worldwide injunction abroad depends on the Dadourian guidelines, including necessity, proportionality, absence of oppression and protection of third-party interests.

VTB obtained without-notice freezing injunctions under section 25 of the Civil Jurisdiction and Judgments Act 1982 against Mr Skurikhin, Pikeville and Perchwell in support of Russian proceedings concerning loan guarantees. The orders restrained dealings with Mr Skurikhin’s alleged interests in the two English LLPs and with specified assets of the LLPs.

VTB sought further disclosure concerning offshore trusts, foundations and companies said to hold or control the LLP interests and related assets. It also sought permission to enforce the injunction against Pikeville’s Italian properties and against Perchwell’s interests in Cypriot companies. The court had to determine the proper scope of ancillary disclosure and whether the proposed foreign enforcement was just, convenient and proportionate.

1. The applications were determined as follows: targeted further disclosure was ordered against Mr Skurikhin; further disclosure against Perchwell was refused; permission was granted to seek enforcement of the worldwide freezing order in Italy against Pikeville, subject to security for costs; and enforcement in Cyprus against Perchwell was refused without prejudice to a more restricted future application.

2. Under section 25 of the Civil Jurisdiction and Judgments Act 1982, the court had to be satisfied that there was a real connecting link between the subject matter of the relief and England. The considerations identified in Motorola Credit Corporation v Uzan [2003] EWCA Civ 752 did not make the proposed disclosure inexpedient.

3. Ordinarily, pre-trial disclosure ancillary to a freezing injunction should not go beyond the injunction’s ambit and should assist identification, preservation or monitoring of assets. It must not be used to obtain a collateral advantage or information going to the merits. Here, the injunction expressly restrained dealings with Mr Skurikhin’s rights or interests in English LLPs. Information about the Foundation and Settlement was therefore sufficiently connected with the English relief because those rights would ultimately be exercised through English registered LLPs.

4. The court ordered proportionate information concerning the structures, beneficiaries, controllers, constitutional documents and revocation powers of the Foundation and Settlement, together with specified information concerning Miccros and Mr Skurikhin’s prior interest in Pikeville. More extensive information about historic transfers and Shawnee was unnecessary at this stage.

5. The court refused disclosure concerning the underlying assets of Perchwell’s subsidiaries. The injunction reached Perchwell’s legal interests in their shares and loans, not the subsidiaries’ underlying assets. There was no evidence justifying disregard of separate corporate personality, and the principle in Salomon v A Saloman & Co Ltd [1897] AC 22 applied.

6. Applying the Dadourian v Simms guidelines, permission to seek recognition and registration of the English order in Italy was just and convenient because of the continuing risk of dissipation and uncertainty over ownership. The proposed Cyprus proceedings were broader, uncertain and potentially oppressive, and did not satisfy the guidelines.

First instance decision on applications for further disclosure and permission to enforce freezing orders abroad. The judgment states that the freezing orders had previously been granted by Hamblen J and continued by Popplewell J, with a substantive hearing listed for November 2012.