![CL-2022-000522 - [2025] EWHC 2739 (Comm)](https://backend.juristeca.com/files/emisores/logo_WAai98v.png){kind=logo}
Heading
Royal Courts of Justice
Rolls Building, Fetter Lane,
London, EC4A 1NL
Before :
THE HONOURABLE MR JUSTICE HENSHAW
Between:
(1) RMK MARITIME (EUROPE) LTD (2) RMK MARITIME CAPITAL LLC | Claimants |
- and - | |
CMB.TECH NV (previously known as EURONAV N.V.) | Defendant |
John Russell KC and Andrew Leung (instructed by CJC Marine) for the Claimants
Rob Thomas KC and Koye Akoni (instructed by Preston Turnbull) for the Defendant
Hearing dates: 6, 7, 8, 12, 13, 14, 15 and 20 May, and 13 June 2025
Draft judgment circulated to parties: 13 October 2025
Approved Judgment
.............................
Mr Justice Henshaw:
(A) INTRODUCTION 3
(B) OVERVIEW OF PARTIES AND CLAIMS 4
(1) The Claimants 4
(2) The Defendant 4
(3) The parties’ positions in outline 5
(C) WITNESSES OF FACT 5
(1) RMK’s witnesses 5
(a) Mr Michael Kirk 5
(b) Mr Richard Moore 6
(c) Ms Emily Motyka 6
(d) Mr Georgios Keros 7
(e) Mr Steven (Steve) Smith 7
(2) Euronav’s Witnesses 7
(a) Mr Paddy Rodgers 7
(b) Mr Hugo de Stoop 7
(D) EXPERT EVIDENCE 7
(1) Mr Colin Knight 7
(2) Mr Frank Pedder 8
(E) FACTUAL NARRATIVE 8
(1) RMK’s previous engagement with Euronav 8
(2) Lead-up to the Advisory Agreement 11
(3) The Advisory Agreement 22
(4) July to September 2016 26
(5) October 2016 to early February 2017 29
(6) February 2017 conversation: fee discussion [1] 33
(7) February to early July 2017 39
(8) 5-6 July 2017 email exchange: fee discussion [2] 42
(9) July/early August 2017 46
(10) 17 August 2017 post-meeting: fee discussion [3] 50
(11) De Stoop 18 August 2017 email: fee discussion [4] 52
(12) Late August to November 2017 53
(13) 1 December 2017 Kirk/de Stoop conversation: fee discussion [5] 60
(14) December 2017 to mid January 2018 60
(15) 18 January 2018 Mr Kirk email: fee discussion [6] 61
(16) Mid January to March 2018 63
(17) February/March 2018 telephone conversation: fee discussion [7] 66
(18) De Stoop/Rodgers internal 12 March 2018 email 67
(19) Events from late March 2018 onwards 68
(F) APPLICABLE PRINCIPLES 73
(1) Contract interpretation 73
(2) Unjust enrichment: general principles 76
(3) Relationship between a claim for unjust enrichment and a contract 77
(a) Contract variation clauses 77
(b) Whether the contract leaves room for an unjust enrichment claim 77
(4) Failure of basis 80
(5) Free Acceptance 82
(G) ANALYSIS 87
(1) Construction of the Advisory Agreement 87
(a) Background circumstances 87
(b) Meaning of “Project” 88
(c) Meaning of “acquisition model” 91
(d) Scope of services covered by clause 1.1 95
(2) Whether RMK work outside scope of Advisory Agreement 97
(a) Generally 97
(b) Board Book 97
(c) Pitch Book 97
(d) Deal structuring advice 97
(e) Valuation advice 98
(f) Negotiations with UBS 99
(g) Transaction modelling 103
(h) Due diligence 103
(i) Share Purchase Agreement 104
(j) Deal closure 105
(3) Failure of Basis 106
(4) Free acceptance 108
(H) QUANTUM 108
(I) CONCLUSION 108
- Heading
- INTRODUCTION
- OVERVIEW OF PARTIES AND CLAIMS
- WITNESSES OF FACT
- EXPERT EVIDENCE
- FACTUAL NARRATIVE
- The attached draft consultancy agreement was similar in structure to the Advisory Agreement ultimately entered into, quoted in § 70 below, but (a) it referred to RMK as the “ Consultant ” (rather than
- The draft provided for total potential fees of US$ 500,000 structured as follows
- APPLICABLE PRINCIPLES
- ANALYSIS
- QUANTUM
- Conclusions