Renaissance Securities (Cyprus) Limited v Chlodwig Enterprises Limited & Ors

A penal notice attached to an injunction against a corporate defendant should identify directors and officers who may face contempt proceedings for the company’s breach. It should not name shareholders, ultimate beneficial owners or other categories merely because they may influence the company.

Those persons may nevertheless incur contempt liability as non-parties if, with knowledge of the order, they knowingly assist the corporate defendant to breach it. The court declined to require a Babanaft proviso in an anti-suit injunction, where its omission had arguable utility and caused no injustice. Dispensation with personal service may be used to establish notice, but does not determine jurisdiction or whether a person falls within the corporate-attribution rule.

The claimant obtained an ex parte anti-suit and anti-anti-suit injunction against six corporate defendants. At the return hearing, the defendants did not oppose continuation of the injunction pending a further application to discharge it.

Mr Andrey Guryev and Mrs Evgenia Guryeva, said to be ultimate beneficial owners of the defendant companies, challenged the penal notice, provisions for service of the order, and the absence of a Babanaft proviso. The central issues were whether they could properly be named in the penal notice, whether service could be dispensed with, and whether the order should expressly exclude acts abroad by non-parties outside the court’s jurisdiction.

1. Penal notice. The second paragraph of the penal notice concerned contempt arising from corporate disobedience and therefore engaged the Body Corporate Provision. It should identify only directors or officers of the corporate defendants. Naming ultimate beneficial owners, senior managers or trustees in that paragraph would be potentially confusing and misleading. Mr and Mrs Guryev were accordingly not named in the continuation order.
2. Non-party assistance. The exclusion did not mean that persons in those categories could not be liable. Non-parties with notice may fall within the Seaward jurisdiction if they knowingly assist a defendant to breach the injunction. Their liability depends on that knowing assistance, not on membership of an enumerated category.
3. Service. Dispensation with personal service could properly be retained for the interim order insofar as it established notice. It did not determine whether the court had jurisdiction over Mr or Mrs Guryev, whether they were insiders subject to the Body Corporate Provision, or whether they were outsiders. For the continuation order, the dispensation was limited to the order itself and did not extend to related papers.
4. Babanaft proviso. The court declined to insert such a proviso. There was no precedent for requiring one in an anti-suit injunction. Its omission had arguable utility because an express proviso might reduce the order’s effectiveness in preventing foreign proceedings. It caused no present injustice because no contempt jurisdiction was then being asserted against Mr or Mrs Guryev. The wider question whether overseas non-parties could be committed for aiding a breach abroad was left open; any attempt to serve contempt proceedings out of the jurisdiction would require separate consideration.
5. The court exercised its discretion not to set aside the service dispensation for alleged non-disclosure, because no material advantage had been obtained.