Integral Petroleum SA v Petrogat FZE & Anor

Committal proceedings are proceedings concerned with the enforcement of judgments for the purposes of Article 24(5) of Brussels I Recast. That jurisdiction is exclusive, but applies only where the respondent is domiciled in a Member State. Under CPR 81.4(3), responsibility for a company’s civil contempt may extend beyond de jure directors to de facto directors. It does not extend merely because a person is a shadow director. A claim to enforce an order is not a “judgment” for the purposes of CPR PD6B 3.1(10). However, the necessary or proper party gateway in CPR PD6B 3.1(3) may support service out in committal proceedings against directors where the underlying company breach supplies the real issue for trial.

Integral Petroleum SA sought committal orders against five individuals arising from alleged breaches by Petrogat FZE and San Trade GmbH of injunctions concerning a cargo of fuel oil. The individuals, resident principally outside England, challenged service and contended that the English court lacked jurisdiction.

The application required the court to determine whether Article 24(5) of Brussels I Recast removed the need for permission to serve out, whether the individuals could fall within CPR 81.4(3) as directors or officers of the defendant companies, and whether service-out gateways under CPR PD6B 3.1(3) or (10) were available.

1. Article 24(5). The interlocutory orders were judgments within the broad definition in Article 2. Committal proceedings are coercive and punitive, directly concern enforcement of court orders, and fall within Article 24(5). The provision is not confined to enforcement against property. The reasoning in Dar Al Arkan Real Estate Development Co v Refai [2015] 1 WLR 135 and the observations in Vik v Deutsche Bank AG [2018] EWCA Civ 2011 were followed.
2. Domicile. Article 24(5) applied only where the defendant was domiciled in a Member State. The change from the predecessor provision was insufficient to distinguish Choudhary v Bhattar [2009] EWCA Civ 1176, which remained binding. Article 24(5) therefore did not remove the need for permission in relation to the non-Member-State residents.
3. Corporate contempt. CPR 81.4(3) contains a special rule of attribution extending to de facto directors. A de facto director is someone who has assumed the status and function of a director so as to make himself responsible as if he were one. The concept does not extend to shadow directors under section 251 of the Companies Act 2006. Mr and Ms Sanchouli had the better of the argument on that issue; Ms Lobis did not.
4. Service-out gateways. A claim to enforce an order was not a “judgment” for CPR PD6B 3.1(10). Under paragraph 3.1(3), however, the underlying alleged breaches by the companies constituted a real issue for trial, and the relevant individuals were necessary or proper parties. The gateway was available against the Third Parties other than Ms Lobis.