Lloyd's Maritime and Commercial Law Quarterly
WINDING UP A FOREIGN COMPANY
International Westminster Bank Pic v. Okeanos Maritime Corp.
In Re A Company (No. 00359 of 1987)
1—also reported, and better known as International Westminster Bank Pic v. Okeanos Maritime Corp.2—the question which Peter Gibson, J., posed was as follows:
Take a case, no doubt unusual, where a foreign company is incorporated abroad but thereafter the only jurisdiction with which it has a close connection is this jurisdiction. For example, if the company has been trading here actively, incurring debts here, perhaps at a time when there was no prospect of paying in full the debts as they fell due, but then, fearing court proceedings a director causes all the assets of the company to be removed from the jurisdiction. In those circumstances why should not the English court have jurisdiction to wind up the company at the suit of a creditor if satisfied that there is a reasonable possibility of benefit resulting from the winding up?3
The facts in the case before his Lordship were very like those which are postulated in his question. The respondent (“Okeanos”) was a company incorporated in Liberia and controlled by the S family. Okeanos raised a substantial loan from the petitioner, International Westminster Bank Pic (“the bank”) for building a ship, the Samjohn Captain. The ship was duly built and the loan was secured on the vessel. It was a term of the loan that there would be no change in the ownership or control of Okeanos for the period of the loan. The loan agreement provided for performance in England. Okeanos was managed from London through another company, JSS, with which the S family was associated. Under the documentation between the bank and Okeanos, notices on the latter had to be served in Greece. In contravention of the loan agreement, the ownership and control of Okeanos was passed to a third party. The bank called in its loan and obtained judgment and presented a petition for winding up. The only asset of Okeanos was the vessel, which was said to be somewhere in Indonesia. Okeanos failed to pay the insurance premium for the vessel and so the bank had incurred (and was continuing to incur)
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