Corporate Veil

2013 WL 425598 Page 1 [2013] UKSC 5 [2013] 2 W.L.R. 398 [2013] 1 All E.R. 1296 [2013] 1 All E.R. (Comm) 1009 [2013] 1 Lloyd's Rep. 466 [2013] 1 B.C.L.C. 179 Official Transcript [2013] UKSC 5 [2013] 2 W.L.R. 398 [2013] 1 All E.R. 1296 [2013] 1 All E.R. (Comm) 1009 [2013] 1 Lloyd's Rep. 466 [2013] 1 B.C.L.C. 179 Official Transcript (Cite as: 2013 WL 425598) [2013] UKSC 5 VTB Capital plc v Nutritek International Corp and others On appeal from: [2012] EWCA Civ 808 SC President Lord Neuberger, Lord Mance, Lord Clarke, Lord Wilson, and Lord Reed Judgment given on 6 February 2013 Representation • Appellant Mark Howard QCPaul McGrath QCIain PesterTony Singla (Instructed by Herbert Smith Freehills LLP ). • 2nd Respondent Michael LazarusChristopher Burdin (Instructed by SJ Berwin LLP (up to 1st December 2012) and Fried, Frank, Harris, Shriver & Jacobson (London) LLP (from 1st December 2012)). • 4th Respondent Mark Hapgood QCStephen Rubin QCJames McClelland (Instructed by by SJ Berwin LLP (up to 1st December 2012) and Fried, Frank, Harris, Shriver & Jacobson (London) LLP (from 1st December 2012)). Judgment Lord Mance Introduction 1 The appellant, VTB Capital plc (“VTB”), is incorporated and registered, and authorised and regulated as a bank, in England. It is majority-owned by JSC VTB Bank (“VTB Moscow”), a state-owned bank based in Moscow. The first, second and fourth respondents are, respectively, Nutritek International Corp (“Nutritek”), Marshall Capital Holdings Ltd (“Marcap BVI”), both British Virgin Islands companies, and Mr Konstantin Malofeev, a Russian businessman resident in Moscow said to be the ultimate owner and controller of both, as well as of the third respondent, Marshall Capital LLC (“Marcap Moscow”), a Russian company which has not been served. 2 The present case arises from a Facility Agreement dated 23 November 2007 (“the Facility Agreement”) entered into between VTB and a Russian company, Russagroprom LLC (“RAP”), under which VTB advanced some