Brightwaters Energy Limited v Eroton Exploration and Production Company Limited [2026] EWHC 296 (Comm)

[2026] EWHC 296 (Comm)Case No CL-2025-000543IN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESCOMMERCIAL COURT (KING'S BENCH DIVISION)Venue Royal Courts of Justice, Strand, London, WC2A 2LLDate 17 February 2026
Before
MR JUSTICE BUTCHER
Between
BRIGHTWATERS ENERGY LIMITEDClaimantEROTON EXPLORATION AND PRODUCTION COMPANY LIMITEDDefendant
Patrick Dunn-Walsh (instructed by Osborne Clarke LLP) for ClaimantStuart Adair (instructed by Mishcon de Reya LLP) for DefendantHearing Hearing date: 16 January 2026Written submissions: 26, 29 and 30 January 2026
Approved JudgmentThis judgment was handed down remotely at 10.00am on 17 February 2026 by circulation to the parties or their representatives by e-mail and by release to the National Archives..............................
[1]This judgment relates to an application by the Claimant, Brightwaters Energy Limited (‘Brightwaters’), for a receivership order, appointing Prashan Patel and Nicholas Wood of Grant Thornton UK Advisory & Tax LLP as receivers to collect revenues of the Defendant, Eroton Exploration and Production Company Limited (‘Eroton’), as an aid to enforcement of sums owed to Brightwaters under a judgment.

Introduction

[2]Brightwaters is a Nigerian company, as is Eroton. Brightwaters provided certain services and material to Eroton in Nigeria for which Eroton incurred a liability to Brightwaters. A judgment was entered by consent in the High Court in Lagos dated 21 June 2022, under which Eroton and another company, Energy Link Infrastructure Ltd (‘ELI’), were jointly and severally liable to pay a sum of US$25,152,608 to Brightwaters (‘the Nigerian Judgment’). Between June and August 2022, ELI made some payments in respect of the judgment debt, totalling US$3.5 million, leaving a balance of US$21,652,608.[3]After service of a statutory demand on 23 February 2023, Brightwaters commenced insolvency proceedings against Eroton in Nigeria by filing a winding up petition on 22 March 2023. Brightwaters also filed a motion to advertise the petition. That motion to advertise was granted by the Federal High Court in Lagos by Ruling dated 7 August 2024. On 8 August 2024, Eroton lodged an appeal against that Ruling, and subsequently obtained a stay of the winding up proceedings pending the appeal. One of the grounds of appeal was that a condition precedent to a valid insolvency petition had not been met in that Brightwaters had not taken any step to enforce the judgment against Eroton. On 30 May 2025, Brightwaters lodged a motion to dismiss the appeal for want of prosecution. As I was informed, the appeal, and that motion to dismiss, remain pending.[4]In August 2023, Toscafund Asset Management LLP, a shareholder of San Leon Energy plc (‘San Leon’), a company incorporated in Ireland, paid Brightwaters US$ 5 million on behalf of ELI in respect of the amount due under the Nigerian Judgment, leaving an outstanding balance of US$16,652,608. On 6 October 2023, Brightwaters entered into an agreement with San Leon whereby San Leon agreed to pay the outstanding balance. There is a dispute as to the effect of that agreement, with which the court is not concerned. What Brightwaters gathered, as a result of subsequent correspondence with San Leon, was that Eroton had entered a contract with ‘Shell’ under which ‘Shell’ was receiving 32,000 barrels of oil a day from ‘OML18’, the Nigerian oilfield in which Eroton has an interest, and that exports had resumed in March 2025.[5]It is not clear which ‘Shell’ entity is involved, but Brightwaters contends it is most likely to be Shell Western Supply and Trading Ltd, and that the contract will be governed by the law of England and Wales and provide for all disputes to be resolved by arbitration seated in England. Procedural History[6]Brightwaters applied to this court without notice for the registration of the Nigerian Judgment, and for the appointment of receivers by way of equitable execution. The application was heard by Robin Knowles J on 27 November 2025. On that date, Robin Knowles J made an order, under a penal notice, which has been called the ‘Asset Preservation and Disclosure Order’ or ‘APDO’.[7]By the APDO, Eroton was ordered, within 7 days of service of the APDO and to the best of its ability, to inform Brightwaters’ legal representatives of details of the oil revenues due to Eroton in respect of the sale or other disposal of Eroton’s share of oil from OML18 (‘the Oil Revenues’), including as to the entities from whom the Oil Revenues are due, the contractual terms on which Oil Revenues are or may become due, the amounts due, and of any proprietary security interests in any of the Oil Revenues. Eroton was also prohibited, by the APDO, from taking any steps which would diminish the value of such Oil Revenues, impede their collection, or deal with or dissipate the Oil Revenues.[8]Also on 27 November 2025, Robin Knowles J made an order (‘the Registration Order’) registering the Nigerian Judgment in the King’s Bench Division of the High Court under s. 9 Administration of Justice Act 1920 (‘AJA 1920’). The Registration Order specified that the sum outstanding as at the date of the Registration Order was US$16,652,608, and that post judgment interest was to accrue at the rate of 8% per annum. It was provided that no measures of enforcement were to be taken before the expiry of a period (22 days) in which Eroton might apply to set aside the Registration Order. It was also provided that no permission to serve out of the jurisdiction was required pursuant to CPR 74.6, and that the Registration Order might be served by any method permitted by either a Civil Procedure Convention or Treaty or by Nigerian law.[9]At the hearing on 27 November 2025 Robin Knowles J deferred the issue of whether receivers should be appointed to a Return Date, which was fixed for 16 January 2026.[10]On 4 December 2025 the Registration Order and APDO and related documents were served by two emails to the email addresses which Brightwaters had for Eroton and its directors. On 5 December 2025, Turner Solicitors (‘Turner’), an Irish firm of solicitors, wrote to Osborne Clarke, Brightwaters’ solicitors, stating that they were instructed on behalf of Eroton, and requesting access to the full suite of documentation which had been referred to Robin Knowles J. Osborne Clarke provided a download link to this documentation on the same day. On 8 December 2025 the same documents were hand delivered at Eroton’s Lagos offices, and delivery was acknowledged by a representative of Eroton.[11]Eroton did not comply with the requirements in the APDO by the deadline of 15 December 2025. What happened was that on 18 December 2025 Turner provided copies of Eroton’s flowrate data, revenue predictions and ‘statutory and commercial deduction’. I accept that this was a partial, but undoubtedly insufficient, attempt to comply with the APDO. On 23 December 2025 Turner served evidence from Dr Emeka Onyeka, CEO and Executive Director of Eroton, in response to Brightwaters’ application for the appointment of receivers. This was not said to be by way of compliance with the APDO, and did not constitute compliance with it.[12]On 15 December 2025 Brightwaters issued an updated application for the appointment of receivers, to be heard on 16 January 2026. This was served on Eroton on 15 December 2025. The hearing of 16 January 2026[13]The hearing of the Return Date and of the application for appointment of receivers was fixed before me for 2 hours on 16 January 2026. Brightwaters’ skeleton argument was served, in the usual way, on 15 January 2026. No skeleton argument was received from representatives of Eroton until the morning of 16 January 2026 itself, at which point Eroton also served a second witness statement from Dr Onyeka. Mr Stuart Adair then appeared at the hearing, and indicated that Mishcon de Reya and he had only been instructed to act on behalf of Eroton on 14 January 2026, and had had a very limited time to read the papers, prepare a skeleton argument and assist in the preparation of Dr Onyeka’s second witness statement.[14]Faced with this development, at the outset of the hearing I suggested to counsel that the appropriate course might be for the hearing to be adjourned, at Eroton’s cost. Brightwaters’ counsel informed me, however, that Brightwaters wished the hearing to go ahead. The hearing therefore proceeded, but after hearing Mr Adair’s submissions on behalf of Eroton, Brightwaters’ counsel, Mr Dunn-Walsh, said that he was not able fully to respond to the points which had been newly taken. To address this, I ordered the service of further written submissions, and these were provided on 26, 29 and 30 January 2026. I have considered all this material in reaching my conclusions. The Principles applicable to the appointment of receivers by way of equitable execution[15]There was and can be little argument about the basic principles which govern the court’s jurisdiction to appoint receivers by way of equitable execution.[16]Thus, the High Court may appoint a receiver in all cases in which it appears to the court to be just and convenient to do so: section 37(1) Senior Courts Act 1981.[17]Pursuant to CPR PD 69.5, where a judgment creditor applies for the appointment of a receiver as a method of enforcing a judgment, in considering whether to make the appointment the court will have regard to –(1) The amount claimed by the judgment creditor(2) The amount likely to be obtained by the receiver; and(3) The probable costs of his appointment.[18]In Cruz City 1 Mauritius Holdings v Unitech Ltd (No. 2) [2014] EWHC 3131 (Comm) Males J summarised the principles applicable to the exercise of the court’s discretion to make a receivership order by way of equitable execution at [47]: 47. In the light of these and other statements cited, I would summarise the position so far as relevant to the present application as follows: a) The overriding consideration in determining the scope of the court's jurisdiction is the demands of justice. Those demands include the promotion of the policy of English law that judgments of the English court and English arbitration awards should be complied with and, if necessary, enforced. b) Nevertheless the jurisdiction is not unfettered. It must be exercised in accordance with established principles, though it is capable of being developed incrementally. It is not limited to situations where equity would have appointed a receiver before the fusion of law and equity pursuant to the 1873 Judicature Acts . Specifically, in modern conditions where business is increasingly global in nature, the jurisdiction is “unconstrained by rigid expressions of principle and responsive to the demands of justice in the contemporary context”. c) The jurisdiction will not be exercised unless there is some hindrance or difficulty in using the normal processes of execution, but there are no rigid rules as to the nature of the hindrance or difficulty required, which may be practical or legal, and it is necessary to take account of all the circumstances of the case. That is all that is meant by dicta which speak of the need for “special circumstances”: see in particular the decision of Tomlinson J in Masri cited above and also the decision of Arnold J in UCB Home Loans Corporation Limited v Grace [2011] EWHC 851 (Ch), holding that there were sufficient “special circumstances” rendering it just and convenient to appoint a receiver by way of equitable execution when it would be “difficult for the claimant to enforce its judgment by other means” and that the appointment of a receiver was the only realistic prospect available to the judgment creditor to enforce its judgment in the short term. d) As the statutory source of the court's power to appoint a receiver speaks of what is “just and convenient”, it is impossible to say that convenience is not at least a relevant consideration (albeit not the only one). e) A receiver will not be appointed if the court is satisfied that the appointment would be fruitless, for example because there is no property which can be reached either in law or equity. That is an aspect of the maxim that equity does not act in vain. However, a receiver may be appointed if there is a reasonable prospect that the appointment will assist in the enforcement of a judgment or award. It is unnecessary, and will generally be pointless, for the court to attempt to decide hypothetical questions as to the likely effectiveness of any order. That applies with even greater force where such questions involve disputed issues of foreign law. It is sufficient that there is a real prospect that the appointment of receivers will serve a useful purpose.[19]The nature and effect of a receivership order was explained in Masri v Consolidated Contractors International (UK) Ltd (No. 2) [2009] QB 450, at [50]-[54] per Collins LJ. As he said at [53], the appointment of receivers by way of equitable execution ‘… does not have a proprietary effect. It has effect as an injunction restraining the judgment debtor from receiving any part of the property which it covers, if that property is not already in his possession, but it does not vest the property in the receiver…. The judgment creditor receives no interest in the received property until it is transferred to him in satisfaction of the judgment debt…’ At [54], Collins LJ added the point that a receivership order ‘does not create an equitable charge (at least when the property is not in the hands of the receiver)’.[20]At [35]-[36] of Cruz City, Males J indicated certain of the corollaries of the nature of a receivership order. He said: [35] It is clear that an order for appointment of a receiver does not confer any proprietary right transferring ownership of the asset in question to the receiver. Rather it operates in personam, having effect as an injunction restraining the judgment debtor from receiving any part of the property which it covers, if that property is not already in his possession. [reference to Masri] There is, therefore, no rule preventing the court from making a receivership order by way of equitable execution in relation to foreign assets. Such orders have been made for well over a century, even if not necessarily by way of equitable execution. There needs to be a sufficient connection with the English jurisdiction to justify the making of such an order and to satisfy the requirements of comity, but the fact that the order is made with a view to the enforcement of an English judgment or award provides that connection. [36] Because the order operates in personam, what matters is whether the court has personal jurisdiction over the defendant. It is not a bar to the appointment of receivers that the English court’s order will not or may not be recognised by the foreign court where the assets are located….’[21]Receivership orders can be made in respect not only of presently due, but also in relation to future debts. At [184] of Masri Collins LJ said: [184] In my judgment there is no reason why in 2008 the court should not exercise a power to appoint a receiver by way of equitable execution over future receipts from a defined asset. There is no longer a rule, if there ever was one, that an order can only be made in relation to property which is presently amenable to legal execution. There is no firm foundation in authority for a rule that the remedy is not available in relation to future debts….’[22]In considering whether to make a receivership order, the court should consider all relevant circumstances. One of these may be whether there is prejudice to third parties, a matter considered in Tasarruf Mevduati Sigorta Fonu v Merrill Lynch Bank and Trust Company (Cayman) Ltd [2011] UKPC 17, at [64].[23]In the context of attempts to enforce a judgment, arguments that an order will adversely affect the defendant’s ability to conduct his business will generally be given no weight. In Soinco SACI v Novokuznetsk Aluminium Plant [1998] QB 406, Colman J said, at 421 E-F:
‘As to the bringing of the business of the judgment debtor to a standstill by cutting off payment otherwise available to it, I am not persuaded that this is a relevant consideration in the context of a remedy designed to effect execution and not designed merely to conserve assets pending determination of an unresolved claim. This not the environment of a Mareva injunction prior to trial, but of execution of a pre-existing judgment. Whereas the effect of an injunction on the defendant’s ability to conduct his business in the ordinary course may be relevant where his liability is yet to be determined, it cannot possibly be a relevant consideration where his liability has already been determined. Impact on the judgment debtor’s business is not a consideration material to the availability of legal process of execution and there is no reason in principle why it should be introduced as material to the availability of equitable execution.’
[24]As Colman J also said in Soinco at 421H:
‘Half the attraction of the remedy of the appointment of a receiver is that it is inherently capable of great flexibility.’
Preliminary Matters[25]Before turning to the points which were principally relied upon by Eroton as reasons against the appointment of receivers, I should deal with certain matters which were either not in dispute or which I found established.[26]In the first place, I understood it to be conceded, and in any event I am satisfied, that this court has jurisdiction to make a receivership order. The Nigerian Judgment has been registered, and it may now be enforced under s. 9 AJA 1920. Permission to serve the order for registration out of the jurisdiction was not required. The Registration Order certainly came to the attention of Eroton. No evidence has been put forward suggesting that the methods of service adopted by Brightwaters were defective as a matter of Nigerian law, and no defects in service have been identified by Eroton. No application to set aside the Registration Order has been made. Equally, Eroton clearly became aware of the application for the receivership order, and has opposed it. If there were any defects in the service of the Registration Order or the application, and given that Eroton has appeared to oppose the making of a receivership order, I would consider that there should be an order under CPR 6.15 and/or 6.27 that the steps taken to bring the relevant documents to the attention of Eroton constitute good service.[27]Secondly, I am satisfied that there is a ‘hindrance or difficulty’ in the ordinary processes of enforcement. Eroton has hitherto failed to pay any of the judgment debt, and notwithstanding that it is now 3 ½ years since the Nigerian Judgment was entered, a significant sum is still outstanding. Brightwaters’ attempt to use Nigerian insolvency proceedings has, up to now, proved unavailing, as those proceedings have been stayed pending an appeal. Attempts by Brightwaters to secure payment of the outstanding amount by San Leon have also been unsuccessful.[28]Thirdly, to the extent that the proposed order may disrupt the business of Eroton, I do not consider that that provides a cogent reason not to make it, for the reasons given by Colman J in Soinco. Eroton’s Arguments[29]As developed and refined by Mr Adair in his oral and written submissions, Eroton raises essentially five points or groups of points in opposition to the proposed receivership order, as follows:(1) That the Oil Revenues are either not an asset of Eroton at all, or that there is no prospect that the receivership would be fruitful because of existing charges on the Oil Revenues;(2) That having commenced the winding up proceedings in Nigeria, Brightwaters should not now be permitted to circumvent the jurisdiction of the Nigerian courts in those proceedings seeking a class remedy by asking the English court to appoint receivers;(3) That there is insufficient connection with this jurisdiction to justify the court in making a receivership order and/or for it to be consistent with principles of comity to do so;(4) That notice ought to have been given to GT Bank of the application for a receivership order;(5) That there was a breach by Brightwaters of its duty of full and frank disclosure in making the without notice application of 27 November 2025. I will consider each of these points, or groups of points, in turn.

No asset or no prospect that the receivership will be fruitful

[30]Eroton does not dispute that it has a contract with a Shell entity under which Shell is to receive and pay for 32,000 barrels of oil per day. Eroton has not, in breach of the APDO, produced a copy of the contract. Brightwaters invites the inference, which Eroton has not denied, that that contract is governed by English law and provides for the resolution of disputes by arbitration seated in England. Brightwaters also contends that it is to be inferred that (because of the arbitration provision) the situs of the debt obligations is England (see SAS Institute Inc v World Programming Ltd [2020] EWCA Civ 599 at [59]). I am prepared to draw those inferences, which, in light of breach of the APDO, Eroton is in no position to resist.[31]Eroton nevertheless submits that there is no relevant asset, or that any receivership order will not be fruitful and accordingly should not be made because equity does not act in vain. These arguments are based on the fact that there is an All Assets Debenture (‘the Debenture’) dated 21 December 2018, which originally secured a loan to Eroton by Guaranty Trust Bank plc (‘GT Bank’) in the sum of US$39,800,000; and there is a further charge dated 22 December 2022, originally securing a debt to GT Bank of US$ 462,000,000. (The current outstanding debt owed by Eroton to GT Bank is said by Eroton to be approximately USD 147 million in aggregate.) The Debenture provides (in clause 4.1) for a fixed charge over all Eroton’s plant and machinery, intellectual property, book debts, shares and dividends, goodwill and accounts including its OML 18 Crude Oil Revenue Collection Account. It further provides, by clause 4.2, for a floating charge over Eroton’s OML 18 Oil Revenue Collection Account, and other accounts and assets. By clause 4.3 it is provided that there should be, ‘by way of continuing security’ for the payment of the secured liabilities, an assignment of Eroton’s rights, title, interest and benefit in (inter alia) the OML 18 Crude Oil Revenue Collection Account. By clause7.1 it is provided that GT Bank can convert the floating charge into a fixed charge by notice if it were to consider it desirable to do so; and by clause7.2 it is provided that in a number of circumstances, which include (7.2.2) if ‘any person levies any distress, attachment, execution or other legal process against any of that Charged Property’ or if ‘a Default occurs’, ‘the floating charge created by this Debenture … will automatically, without notice, be converted into a fixed charge as soon as that breach occurs or that step is taken.’[32]Eroton’s first argument under this heading, which was raised for the first time only in its Written Submissions of 29 January 2026, focuses on clause 4.3 of the Debenture. The argument is that, as there has been an assignment of Eroton’s rights in the OML 18 Crude Oil Revenue Account, those revenues cannot be considered as the assets of Eroton, and accordingly the receivership order sought, which is essentially directed at that account, cannot or at least should not be granted. Eroton argues that the assignment in the Debenture is very similar to that considered in Mailbox (Birmingham) Ltd v Galliford Try Construction Ltd [2017] EWHC 67 (TCC), which O’Farrell J considered to be an absolute assignment of the property rather than merely a charge.[33]Before proceeding, it is to be noted that the Debenture is governed by Nigerian law. No evidence was adduced before me as to the content of Nigerian law, and I consider that, in relation to the construction of the Debenture and rules relating to the effectiveness of assignments, the presumption or inference of similarity (as referred to in FS Cairo (Nile Plaza) LLC v Lady Brownlie [2021] UKSC 45 especially at [119]-[126] per Lord Leggatt JSC) applies on this hearing.[34]As to the argument that clause 4.3 created an absolute assignment, I consider that at least two of Brightwaters’ answers to it are well founded. These are, first, that Eroton has not proved that notice of the assignment was given to the relevant counterparty, which is a requirement for an absolute legal, as opposed to an equitable, assignment. In circumstances in which Eroton is in breach of its obligations under the APDO, I am not prepared to make an assumption in its favour. Secondly, even if it is right that there was an absolute legal assignment, Eroton would retain an equity of redemption (ie if the debt to GT Bank were repaid, Eroton would be entitled to the re-transfer of the right to the assigned property). This is implicit in the assignment being ‘by way of security’. An equitable right to redeem can co-exist with an absolute assignment, as is recognised in Mailbox at [38]. Such a right itself constitutes a valuable asset of Eroton against which a receivership order can be made.[35]The other aspect of this group of arguments advanced by Eroton is that there is no prospect of a receivership being fruitful because the Debenture secures a large outstanding debt to GT Bank; because GT Bank can convert the floating charge into a fixed charge if it considers that desirable; and because the floating charge crystallises automatically on any person levying distress or execution against the Charged Assets and on a Default. Any proceedings for the winding up of Eroton or the appointment of a receiver would, Eroton contends, constitute a Default, and, even if the floating charge has not already crystallized, would itself cause such crystallization. Given that, where there is a prior charge over the asset, the appointment of receivers will be subject to the prior rights of the charge, and a receiver cannot override or defeat the third party’s charge, there is, in this case, no prospect of a receivership achieving anything.[36]The question which I have to ask, here, is whether there is a reasonable or real prospect that the appointment of a receiver will assist in the enforcement of the judgment, and it is unnecessary and will generally be pointless to attempt to decide hypothetical questions as to the likely effectiveness of an order. Approaching the matter on this basis, I consider that there is at least a reasonable prospect of a receivership order being of assistance in the enforcement of the judgment.[37]In this regard, it is of significance that it appears that the OML 18 Oil Revenues are already the subject, under the Debenture, of a fixed charge. The existence of a fixed charge over the Oil Revenues has not, however, affected Eroton’s ability to trade and use the Oil Revenues. A crystallization of the floating charge would not, it seems, bring about a fixed charge over the Oil Revenues which is not already there; and there is no good reason to think that such crystallization would prevent Eroton using Oil Revenues any more than the existing fixed charge.[38]Furthermore, while it is right that there appears to be a substantial debt owed by Eroton to GT Bank, and that receivers, if appointed, would take office subject to the rights held by GT Bank, the debt to GT Bank is, apparently, being repaid, and it is not said in Eroton’s evidence that there is no prospect of the GT Bank loan being repaid in full. It is possible that the debt might be paid off quickly if Eroton were to be refinanced with a capital injection, and it appears from a letter sent by Turner in May 2025 that San Leon is, or at least was then, seeking new finance for the group.[39]I also consider that there is force in Brightwaters’ submission that the court should be cautious about accepting an argument that a receivership order will achieve nothing. It will often be more unsatisfactory for a receiver not to be appointed when an appointment could have been effective, than for a receiver to be appointed when such appointment will ultimately do no good. Under a receivership order such as that proposed here it will be the applicant, who appoints and will have to pay for the receiver if funds are not collected in the receivership, who will be out of pocket in the second category of case I have mentioned, and if it is prepared to take that risk, the court should give that fact due weight. By contrast, for the court to refuse to appoint a receiver because of a concern that nothing may be achieved risks the existence of uncertainties about future outcomes thwarting a potential means of securing enforcement of a judgment.[40]Inherent in what I have said, above, is that the appointment of receivers will not adversely affect GT Bank. A receivership order, acting in personam, does not interfere with property rights of third parties. As Brightwaters accepts, correctly in my view, GT Bank will have the same rights against any receivers appointed as it had against Eroton. Winding up proceedings in Nigeria[41]Eroton contends that, given that Brightwaters presented a petition to wind up Eroton in the High Court of Lagos, it has elected to proceed by way of a class remedy in accordance with the pari passu principle. It argues further that the court should proceed on the basis that the winding up will have commenced at the date of presentation of the petition, by analogy with s. 129(2) Insolvency Act 1986, and that any dispositions after the commencement of the winding up will be void, absent sanction from the court.[42]This is an unattractive submission from Eroton, in circumstances where it has resisted the making of a winding up order in Nigeria, including on the basis that Brightwaters has not taken sufficient steps to execute against Eroton’s assets.[43]I do not consider that, by presenting a petition for winding up in Nigeria, Brightwaters has made an irrevocable election not to pursue other methods of enforcement in other jurisdictions in the period prior to the making of any winding up order. No authority was cited in support of such a proposition. Moreover, in the present case, where the winding up proceedings have been stayed and severely delayed by Eroton’s own actions, it would, in my view, not be just to hold that Brightwaters was confined to that process.[44]Even if it is right that the inference of similarity is well-founded and that, under Nigerian law, if a winding up order is ultimately made, the winding up will be deemed to have commenced at the time of presentation of the petition, that will only apply retrospectively in the event that an insolvency order is made. The position is that, at present, no such order has been made. Furthermore, even if such an order were to be made by the Nigerian courts, it would not have any status in England until recognised, and pending such recognition, the first past the post approach will apply: see the decision of Master McCloud in OOO Nevskoe v UAB Baltijos Saliu Industrinio Perdirbimo Centras [2023] EWHC 15 (KB), citing and applying British Arab Commercial Bank v Algosaibi [2011] 2 CLC 736. The present case is a stronger case for the grant of the relief sought than those, in that the charging orders which were at issue there did confer a priority over other creditors, in a way which the receivership order sought here will not. Insufficient connexion with this jurisdiction[45]Eroton contends that, as both it and Brightwaters are Nigerian entities, the original debt was incurred in Nigeria, all relevant matters with the exception of the law relating to the obligations of Shell are governed by Nigerian law, and there are winding up proceedings on foot in Nigeria, there is insufficient connexion with this jurisdiction to justify the court’s making the order sought, and/or show that England is not the forum conveniens. As a matter of the court’s discretion, these considerations mean that it is not just and convenient to make a receivership order, and that it may infringe the principles of comity to do so.[46]I do not find this submission persuasive. There is now an English judgment, and the order is sought with a view to its enforcement. It is sought here because there is an asset which is governed by English law and which, apparently, has its situs here. Those are sufficient connexions to justify the making of the type of order sought. They also satisfy the requirements of comity. This seems to me to be especially so as what is actually being sought is (ultimately) the enforcement of a judgment of the Nigerian courts, and the English courts are, therefore, assisting in the enforcement of a Nigerian order. The connexions of other aspects of the relationship between the parties with Nigeria do not appear to me to be of relevance to whether this court should grant the receivership order sought. Notice to GT Bank[47]At the oral hearing, Mr Adair submitted that it would normally be inappropriate for the court to make an order for the appointment of receivers by way of equitable execution over property which is already subject to a charge in favour of a third party without giving the secured creditor an opportunity of being heard. Mr Adair submitted that this proposition was supported by two decisions of HHJ Pelling KC, one supposedly from 2014, and Michael Wilson & Partners Ltd v Emmott [2020] EWHC 3936 (Comm).[48]The reference to the 2014 case was the result of AI hallucination. The case does not exist, and the text which it was supposed to contain was invented. That Mr Adair referred to a non-existent authority was the result of the short time he had to prepare, and I acknowledge that he drew the attention of the court to the error promptly after identifying it. The incident does, however, demonstrate vividly the dangers of relying on the product of AI without verification.[49]As to the Wilson v Emmott decision referred to, that was a case in which the parties had agreed that it was desirable that the third party pledgee should be joined as a party to the proceedings. The judge accordingly directed that notice of the proceedings should be given to that third party, and directed a short adjournment of the proceedings to see what the third party’s reaction would be. No general rule requiring that charge holders should be notified of an application to appoint receivers was enunciated.[50]There is no requirement in CPR Part 69 that an application for a receivership order be made on notice to other creditors of the debtor, secured or unsecured, nor that any receivership order should be served on any third party unless the court so directs (CPR 69.4). In these circumstances, I do not consider that it can be said that there was any procedural irregularity or inappropriateness in the application for a receivership order being made without notice to GT Bank.[51]I accept that it might very well be inappropriate to make an order which would prejudice GT Bank’s position without hearing from it. Dr Onyeka’s evidence does not, however, identify any specific prejudice that would be caused to GT Bank by the making of a receivership order and, as I have already indicated, I do not consider that the making of an in personam order for the appointment of receivers, which will not interfere with third parties’ property rights, will cause GT Bank prejudice. The order which I intend to make will, nevertheless, require notice of its making to be given to GT Bank, and will provide that third parties (which would include GT Bank) may apply to vary or set aside the order or so much of it as affects them. Breach of the obligation to make full and frank disclosure[52]The application to Robin Knowles J on 27 November 2025 was made without notice. It was accordingly incumbent on Brightwaters to make full and frank disclosure of matters relevant to the application.[53]Eroton complains that Brightwaters failed to make full and frank disclosure in not making reference to the existence of two Registered Charges, namely the Debenture and the other charge created on 22 December 2022. Those charges are registered on the Nigerian register of companies, as is evidenced by a Nigerian Corporate Affairs Commission (‘CAC’) Status Report on Eroton. This, Eroton submits, was information which was publicly available, and which Brightwaters ought to have ascertained and disclosed to Robin Knowles J. Moreover, Brightwaters had actual knowledge of the interests of GT Bank as it had intervened in the winding up proceedings in Nigeria on the basis that it was a secured creditor in the sum of Naira 250 billion.[54]The principles applicable in relation to the obligation to make full and frank disclosure and to allegations that it has not been complied with have been stated on a number of occasions, notably by Carr J in Tugushev v Orlov (No. 2) [2019] EWHC 2031 (Comm) at [7].[55]I consider that it would have been preferable if there had been a specific mention of the Registered Charges in the evidence, and skeleton argument, put before Robin Knowles J. However, I do not consider that the non-disclosure meant that the presentation on the without notice hearing was such as to mislead the court in a material respect. This is for two particular reasons. In the first place, paragraph 73 of Andrew Bartlett’s Second Witness Statement did refer to the fact that other creditors had filed notices in support of the insolvency petition, and that the amounts owed to these companies ran into several billion Nigerian Naira. That there might be security interests in the Oil Revenues was also implicitly acknowledged by paragraph 5(f) of the draft (and actual) APDO.[56]Secondly, what was sought from Robin Knowles J was an order which had only limited effect pending the Return Date. The effect of the proposed order, prior to the Return Date, was limited to(i) prohibiting any disposal of Oil Revenues(ii) provision of information about the Oil Revenues, including as to whether there were secured creditors, and(iii) appointment of receivers who would not be permitted to collect any Oil Revenues prior to the Return Date and Eroton’s having the opportunity to challenge the grant of the receivership order and the registration of the Nigerian Judgment. In the event, as I have said, Robin Knowles J’s order did not go even that far, because he deferred a determination as to whether there should be a receivership order to the Return Date. What was accordingly envisaged by the draft order, and what should have been possible under the order as made, had the disclosure provisions been complied with, was a second hearing at which it would be possible for a decision to be made on whether receivers should collect Oil Revenues taken in light of proper information as to those Oil Revenues, including as to the existence and status of any proprietary security interests.[57]In those circumstances, that there was no reference to the existence of Registered Charges can be seen to be of rather limited significance. Certainly I do not consider it likely that, had there been disclosure of the existence of the Registered Charges, that would have led Robin Knowles J to have refused an asset preservation and disclosure order. On the contrary, I consider that, if anything, a reference to the Registered Charges would have made it more likely that he would have made an order for the disclosure of details of security interests. Applying the guidance summarised in Tugushev v Orlov (No. 2), I consider that the non-disclosure was not material. Further, had I concluded that it was material I would nevertheless have declined to set aside the orders made by Robin Knowles J. On any view, there is no basis for registration of the Nigerian Judgment to be refused; and whatever may have been the position as to the disclosure which led to the making of the APDO, that seems to me of limited significance to the decision which now falls to me to make, for the first time, and after a hearing inter partes, as to whether there should be a receivership order. Overview[58]I have considered the various arguments raised by Eroton as to why a receivership order should not be made and found them unconvincing. It is now necessary to stand back and look at all the relevant circumstances in the round.[59]I am of the view that it is just and convenient to make a receivership order. The amount being claimed by Brightwaters is substantial, and considerably in excess of the probable costs of the appointment of receivers. There has been and remains a hindrance or difficulty in the ordinary processes of enforcement. I am satisfied that there is an asset over which receivers can be appointed, namely the sums due and which will become due from Shell. While there is no certainty that the receivership will achieve anything fruitful, there is at least a reasonable prospect that it will. I do not consider that the order proposed will prejudice third parties. Making the order will, however, be consistent with, and tend to promote the policy of English law that judgments of the court should be complied with and if necessary enforced. Conclusion[60]For the reasons given, I will make a receivership order. I trust that the parties can agree the terms of an order. If there are any points of difference, I will resolve them on paper.

Cited in 1 later judgment