Commercial Disputes Weekly – Issue 24817 June 2025

AVIATION
Mr Justice Butcher has handed down judgment in the latest instalment of the litigation relating to the loss of aircraft following the Russian invasion of Ukraine. This judgment dealt with insurance claims by aircraft leasing companies made on policies which they had taken out in respect of their interests in aircraft leased to Russian airlines (as opposed to the claims brought by lessors in the English courts on the policies taken out by the airlines, which are the subject of separate proceedings and are due to be heard in Autumn 2026) and specifically which policy would provide cover. A key issue was the cause of the loss and the judge concluded that the cause was a Russian government prohibition on the export of the aircraft from Russia. This constituted ‘restraint’ or ‘detainment’ by the government and so fell within the war risks policy, rather than the ‘all risks’ cover which excluded war risks. In addition, the judge held that the contingent cover under the policies was applicable, rather than the possessed cover. Generally, contingent cover applies where there is no recovery under other insurance policies and possessed cover applies where the aircraft were in “the course of repossession”, which was not considered to be the case here (although there were variances between the terms of the different policies). The judge also rejected defences put forward by the insurers that sanctions prevented them from paying out under the policies.
Aercap Ireland Limited and others v AIG Europe SA and others [2025] EWHC 1430 (Comm), 11 June 2025

BAILMENT
The Chancery Court has given declaratory relief to assist a bank that holds 14 safety deposit boxes for which it has been unable to trace the owners. The bank had previously been given permission to open the boxes and inspect the contents. It now applied successfully for permission to sell the contents of the boxes, recover its costs from the proceeds of sale and then pay the rest of the sum into court. The court held that the bank had given sufficient notice of the proceedings and retrospectively validated the alternative methods of service. For goods deposited after 1 January 1978, the Torts (Interference with Goods) Act 1977 has a regime for the sale of bailed goods. For goods deposited before then, the court implied a term that the safekeeping arrangements would not continue in perpetuity. The bank had taken all right and reasonable steps to identify the owners and should be permitted to sell the items without comeback from the owners of the contents of the boxes.
Crédit Agricole Corporate and Investment Bank v Persons with immediate right to possess goods contained in safety deposit boxes held by Crédit Agricole [2025] EWHC 1346 (Ch), 6 June 2025

COMPANIES
Saxon Woods Investments Limited (“SW”) held 22.33% of the shares in Spring Media Investments Limited (the “Company”). It successfully brought a petition against Mr Francesco Costa, the Chairman of and a substantial investor in the Company, for unfairly prejudicial conduct under sections 994 and 996 of the Companies Act 2006. The High Court Judge found that Mr Costa’s conduct had led to the Company’s affairs being conducted in a manner unfairly prejudicial to SW and ordered Mr Costa to purchase its shares. However, this was contingent on a further hearing about the potential receipt of a binding offer. Both parties appealed but only SW was successful. The Court of Appeal found that Mr Costa had acted dishonestly and was in breach of his fiduciary duty, and confirmed the High Court conclusion that Mr Costa’s conduct was unfairly prejudicial to SW. The Court of Appeal considered that it would be unjust to SW if it were to be left as a minority shareholder with a continuing investment in a company controlled and managed by a person who had shown himself willing to act in deliberate disregard of its rights as a minority shareholder and misled the board. There was no effective safeguard for SW’s rights in the future and a buy-out order was the appropriate remedy, but without the condition imposed by the High Court.
Saxon Woods Investments Ltd v Costa [2025] EWCA Civ 708, 9 June 2025

CONSTRUCTION
The parties had entered a bid as a joint venture subcontractor for work on the HS2 rail project. The bid failed and ABM blamed Matière for this failure. In particular, ABM alleged that Matière was in breach of obligations under the consortium agreement, which was described by the judge as being an undated, informal, not well drafted document. Clause 3 of the agreement required the parties to act honestly and in a commercially acceptable manner with each other. The judge held that Matière’s actions were in breach of the obligations of good faith under the agreement. However, ABM had failed to establish that the breaches caused it to lose a real and substantial chance of winning the subcontract.
Matière SAS v ABM Precast Solutions Ltd [2025] EWHC 1434 (TCC), 11 June 2025

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