“2. ……..CCOG and its co-Defendant Consolidated Contractors International Company SAL (“CCIC”) are judgment debtors in default of orders to pay a sum in excess of$63 million to the claimant, Mr. Masri. 3. The trial on liability took place in March and April 2006 before Gloster J. Judgment was handed down on28 July 2006 . Thereafter the Defendants were ordered to make a part payment of$30 million by16 May 2007 against the provision of a bank guarantee by Mr. Masri. No such payment was made. 4. On6 July 2007 , Master Miller made orders underCPR 71 requiring Toufiq Said Khoury (then a director of CCIC) and Samer Said Khoury (then a director of Consolidated Contractors Group SAL (Holding Company), a corporate director of CCOG) to attend court in England for examination as to the assets of CCOG and CCIC. Toufiq and Samer Khoury applied to set aside the orders on13 September 2007 . 5. On1 October 2007 Mr. Masri issued applications for appointment of a receiver and for an affidavit of means. These orders (together with a freezing order) were duly made on20 December 2007 . The same day Master Miller set aside theCPR 71 orders for want of jurisdiction. 6. In the meantime, on 15 November Ms. Salwa Khoury, the daughter of Said Khoury made an application to the Court of First Instance in Beirut Case No. 1168/2007. She did so in her capacity as a shareholder of CCOG. The application was for an order restraining her brother from complying with theCPR 71 order. An order to this effect was made on10 January 2008 . 7. The background to the present application was an expert report on Lebanese law furnished to CCOG and deployed before Gloster J in regard to the application for a receivership. The thrust of this evidence was to the effect that a UK judgment or order would only receive recognition in Lebanon pursuant to an “exequatur” procedure. Further, absent an exequatur, a director’s liability would be engaged if any response to a foreign court’s order for information is made. 8. Gloster J commented as follows in her judgment[2008] 1 All ER 305 : “136. Nothing in the expert evidence as to Lebanese law, produced by the Defendants after the hearing, suggests that (absent insolvency or impending insolvency) a director of a judgment debtor would be in breach of his duty to that company in procuring it to comply with its obligations under the judgment or other orders of a foreign court that satisfied the requirements necessary for a Lebanese court to recognise the judgment, namely: (i) the judgment must have been rendered by a competent court according to the laws of the issuing state and not the result of jurisdiction fraud, ie forum shopping; (ii) the right of the Defendant to defend the claim must have been respected; (iii) the judge must have been issued by a country that give reciprocal recognition to Lebanese judgments without revising them; and (iv) the judgment must not be contrary to public order. 137. Necessarily, in the circumstances where all avenues of appeal have been exhausted, this court proceeds on the assumption that those conditions are satisfied. 138. It is difficult, therefore, to see what possible double jeopardy could arise so far as the individual directors are concerned, by naming them in the orders to provide documents or information to the receiver, or by confirming to third parties the receiver's entitlement to receive the oil revenues. As I have said previously, the orders are made against CCOG, and only against the individual directors insofar as CCOG acts through or by them as its officers. Thus, they are not being asked in their individual capacities to provide documents or information or confirmation to third parties; thus whether they, as directors or shareholders, for example, have personal rights to have access to the company's documents or information (which is the issue addressed in the expert evidence) is simply not in point; the company clearly has access to its own documents and information, and, as a judgment debtor in substantive proceedings where the English court has jurisdiction, it is obliged to provide relevant information if the court so directs.” “136. Nothing in the expert evidence as to Lebanese law, produced by the Defendants after the hearing, suggests that (absent insolvency or impending insolvency) a director of a judgment debtor would be in breach of his duty to that company in procuring it to comply with its obligations under the judgment or other orders of a foreign court that satisfied the requirements necessary for a Lebanese court to recognise the judgment, namely: (i) the judgment must have been rendered by a competent court according to the laws of the issuing state and not the result of jurisdiction fraud, ie forum shopping; (ii) the right of the Defendant to defend the claim must have been respected; (iii) the judge must have been issued by a country that give reciprocal recognition to Lebanese judgments without revising them; and (iv) the judgment must not be contrary to public order. 137. Necessarily, in the circumstances where all avenues of appeal have been exhausted, this court proceeds on the assumption that those conditions are satisfied. 138. It is difficult, therefore, to see what possible double jeopardy could arise so far as the individual directors are concerned, by naming them in the orders to provide documents or information to the receiver, or by confirming to third parties the receiver's entitlement to receive the oil revenues. As I have said previously, the orders are made against CCOG, and only against the individual directors insofar as CCOG acts through or by them as its officers. Thus, they are not being asked in their individual capacities to provide documents or information or confirmation to third parties; thus whether they, as directors or shareholders, for example, have personal rights to have access to the company's documents or information (which is the issue addressed in the expert evidence) is simply not in point; the company clearly has access to its own documents and information, and, as a judgment debtor in substantive proceedings where the English court has jurisdiction, it is obliged to provide relevant information if the court so directs.”
“7. That from the date hereof until further order, CC (Oil & Gas) and its directors or officers including Fouad Asfour and Samir Nayef Khoury, shall co-operate with the receiver in the following ways: (a) Providing within a reasonable time such information and documents falling within the following categories as the receiver may reasonably require: (i) the whereabouts at any time of the Oil Revenues or any assets representing the proceeds of the same; (ii) the arrangements, whether contractual or based on instructions given from time to time, in place at any time for the sale of the oil referred to in paragraph 1 above and realisation of the proceeds of the same; (iii) the identities of (and any other details concerning) all entities involved in the sale of the said oil and realisation of the proceeds of the same; (iv) the amounts due to CC (Oil & Gas) in respect of Oil Revenues from time to time. (b) Providing within a reasonable time such written confirmation to third parties anywhere in the world as the receiver may reasonably require of the receiver's rights under this order to act on behalf of CC (Oil & Gas) for the purpose of carrying out his functions as set out above, and of his rights under this order to receive the Oil Revenues in that capacity, and providing to the receiver copies of such confirmations. (c) Within three days of making any agreement for the sale of oil, or any sale of oil, providing to the receiver the following information in relation to such an agreement or sale, namely: i. If it is in writing, a copy of such agreement, if it is not in writing, a written description of its terms and conditions. ii. The identity of the purchaser under such agreement or sale including the purchaser's name, registered office address and contact details of the office of the purchaser involved in the purchase. iii. If an agent acted for CC(Oil & Gas) in making such agreement or sale, the agent's name, registered office address and the address and telephone and fax numbers (if any) of the office of the agent involved in making such agreement or sale. iv. The details of the bank account to which any monies due to CC (Oil & Gas) SAL have been or are to be remitted in connection with such agreement or sale, including the name of the bank, the address of the branch involved, the name of the account and the number of the account. (a) Providing within a reasonable time such information and documents falling within the following categories as the receiver may reasonably require: (i) the whereabouts at any time of the Oil Revenues or any assets representing the proceeds of the same; (ii) the arrangements, whether contractual or based on instructions given from time to time, in place at any time for the sale of the oil referred to in paragraph 1 above and realisation of the proceeds of the same; (iii) the identities of (and any other details concerning) all entities involved in the sale of the said oil and realisation of the proceeds of the same; (iv) the amounts due to CC (Oil & Gas) in respect of Oil Revenues from time to time. (b) Providing within a reasonable time such written confirmation to third parties anywhere in the world as the receiver may reasonably require of the receiver's rights under this order to act on behalf of CC (Oil & Gas) for the purpose of carrying out his functions as set out above, and of his rights under this order to receive the Oil Revenues in that capacity, and providing to the receiver copies of such confirmations. (c) Within three days of making any agreement for the sale of oil, or any sale of oil, providing to the receiver the following information in relation to such an agreement or sale, namely: i. If it is in writing, a copy of such agreement, if it is not in writing, a written description of its terms and conditions. ii. The identity of the purchaser under such agreement or sale including the purchaser's name, registered office address and contact details of the office of the purchaser involved in the purchase. iii. If an agent acted for CC(Oil & Gas) in making such agreement or sale, the agent's name, registered office address and the address and telephone and fax numbers (if any) of the office of the agent involved in making such agreement or sale. iv. The details of the bank account to which any monies due to CC (Oil & Gas) SAL have been or are to be remitted in connection with such agreement or sale, including the name of the bank, the address of the branch involved, the name of the account and the number of the account. 8. … 9. If the receiver shall make a request in relation to paragraph 7 above which the recipients believe is unreasonable, CC (Oil & Gas) shall have the right to apply to the court for directions in respect thereof before being obliged to comply.”
“14. Nothing in this order shall, in respect of assets located outside England and Wales, prevent any third party from complying with - (A) what it reasonably believes to be its obligations, contractual or otherwise, under the laws and obligations of the country or state in which those assets are situated or under the proper law of any contract between itself and the Defendants; and (B) any orders of the courts of that country or state, provided that reasonable notice of any application for such an order is given to the Claimant’s solicitors.15. Nothing in this order shall, in respect of assets located outside England and Wales, require the Defendants and/or their directors to disobey the order of any court of competent jurisdiction in relation to such assets.”
“ Any other person who knows of this Order and does anything which helps or permits the Respondent to breach the terms of this Order may also be held to be in contempt of court and may be imprisoned, fined or have their assets seized.”
“17. The principal issue on this application relates to the impact of the Lebanese court order given the provisions of paragraph 15 of the receivership order. It was the claimant's submission that it had no impact on CCOG's obligation to furnish information as otherwise required under paragraph 7. The basis of this submission was three-fold: i) Paragraph 15 is concerned with assets located outside England and Wales and ensures that the courts of the relevant jurisdiction (i.e. the courts of the jurisdiction where the asset is located) have priority in relation to any issues of title to, or any seizure of, that asset. ii) Such a construction is supported by the fact that (i) there is no equivalent to paragraph 15 in the order requiring the judgment debtors to make affidavits of assets and (ii) the second sentence of paragraph 15 as proposed by CCOG was excluded as being unnecessary. iii) The order made by the Lebanese court was not a ruling on the status or disposition of any asset. 18. CCOG's submission can be summarised as follows: i) The Lebanese court has competent jurisdiction over CCOG (this is common ground). ii) CCOG are the owners of various assets including the concession in the Yemen and relevant oil revenues. iii) The order of the court was to the effect that CCOG was forbidden from giving any information about CCOG "in execution of three British decisions". iv) The receivership order required the provision of information relating to assets located outside England and Wales in the form of oil revenues. v) It follows that provision of the information would involve disobedience to the order of the Lebanese Court.” i) Paragraph 15 is concerned with assets located outside England and Wales and ensures that the courts of the relevant jurisdiction (i.e. the courts of the jurisdiction where the asset is located) have priority in relation to any issues of title to, or any seizure of, that asset. ii) Such a construction is supported by the fact that (i) there is no equivalent to paragraph 15 in the order requiring the judgment debtors to make affidavits of assets and (ii) the second sentence of paragraph 15 as proposed by CCOG was excluded as being unnecessary. iii) The order made by the Lebanese court was not a ruling on the status or disposition of any asset. i) The Lebanese court has competent jurisdiction over CCOG (this is common ground). ii) CCOG are the owners of various assets including the concession in the Yemen and relevant oil revenues. iii) The order of the court was to the effect that CCOG was forbidden from giving any information about CCOG "in execution of three British decisions". iv) The receivership order required the provision of information relating to assets located outside England and Wales in the form of oil revenues. v) It follows that provision of the information would involve disobedience to the order of the Lebanese Court.”
“i) It is more in accord with the ordinary and natural meaning of paragraph 15.ii) In contrast, under paragraph 14 which also concerns assets outside England and Wales, it is made expressly clear that a third party is entitled to comply with any obligation under the laws of the country “in which those assets are situated” (together with the orders of a court of such country subject to notice of any application).iii) The background to the inclusion of paragraph 15, as explained above, was the content of advice obtained by CCOG regarding the limitations on access to company information under Lebanese law.”
“20. If this is right, it is legitimate for CCOG to refuse to provide the information requested under paragraph 7(a) and (c) unless and until the Lebanese Court order is set aside or an exequatur is acquired. Less clear is the position as regards any written confirmation under subparagraph (b). It may well be that no breach of the order would be involved in requiring such confirmation since it would not on the face of it involve the "giving of any information" within the meaning of the Lebanese order. But since the scope of the Lebanese Court order is a matter for that court and since the provision of copies of such confirmation might be regarded as providing "information", I conclude that CCOG is entitled to refuse to provide such confirmation, subject both to the provisos above and to any review of the scope of the restrictions by the Lebanese court. 21. This conclusion makes it strictly unnecessary to consider the express terms of the letter that the receiver proposes by way of confirmation to third parties. Suffice to say that I am not persuaded that CCOG's objections as spelt out in paragraph 28 of its skeleton argument are made out.”
“Nothing in this order shall, in respect of assets located outside England Wales, require the Defendants and/or their directors or officers to disobey the orders of any court of competent jurisdiction in the jurisdiction in which those assets are located.”
“It is further declared that, subject to the aforesaid order of the First Instance Court of Beirut dated14 April 2008 , the terms of the receiver’s proposed letter attached as Schedule 1 to the receiver’s letter to CCOG dated4 April 2008 are reasonable within the terms of paragraph 7(b) of the Receivership Order.”
“I would have taken the view that this court should impose a condition of payment in of the whole of the judgment debt on conditions similar to those imposed by the House of Lords when granting leave to appeal in the receivership appeal, conditions which were not complied with by the judgment debtors with the result that the appeal was struck out.”