CL-2022-000522 - [2025] EWHC 2739 (Comm)

OVERVIEW OF PARTIES AND CLAIMS

The First Claimant, RMK Maritime (Europe) Limited (“RMK UK”), is a company incorporated in England and Wales. At all material times, it operated as a small firm providing advisory and capital-raising services in the maritime sector. It was controlled by Richard Moore.

The Second Claimant, RMK Maritime Capital LLC (“RMK Capital”), is a company incorporated in the State of Delaware in the United States of America. It is affiliated with RMK UK and was controlled by Michael Kirk.

Together, RMK UK and RMK Capital operated under the name “RMK Maritime”.

RMK UK has a paid-up share capital of £100 and, at the material time and to date, has filed unaudited accounts pursuant to the small companies’ exemption under section 477 of the Companies Act 2006. Mr Moore was its sole director. As at 31 December 2021, RMK Capital had total net assets of US$99,718.

The parties disagreed about whether RMK UK was, at the material time, licensed to provide investment banking services in the UK. RMK Capital was registered as a broker-dealer in the US with the Securities Exchange Commission and the Financial Industry Regulatory Authority.

The RMK team involved in the transaction comprised Mr Kirk and a junior colleague, Ms Emily Motyka, with a further junior hire, Mr Keros, joining in September 2017.

The Defendant, Euronav, is a company incorporated in Belgium. At the relevant time, it was known as Euronav NV. Euronav is one of the world’s largest operators of crude oil tankers. Euronav became part of the merged entity following its merger with Gener8 in 2018.

At the time of the merger: (1) Euronav and Gener8 were both among the largest crude oil tanker operators globally; (2) Euronav was dual-listed on the New York Stock Exchange and Euronext Brussels; and (3) Gener8 was listed on the NASDAQ stock exchange in the United States.

At the relevant time, Euronav’s Chief Executive Officer was Mr Paddy Rodgers, and its Chief Financial Officer was Mr Hugo de Stoop.

RMK brings a claim in restitution for quantum meruit, alleging that Euronav was unjustly enriched by the receipt of services which, RMK contends, fell outside the scope of an Advisory Agreement between RMK and Euronav dated 19 July 2016 (“the Advisory Agreement”).

RMK’s case is that it was engaged under the Advisory Agreement to provide limited services, principally the development of an acquisition model to assist Euronav in studying a possible acquisition of Gener8. RMK contends that, over the course of the transaction, it went on to provide a broader range of M&A advisory services (including deal structuring, valuation advice, negotiation support, and due diligence coordination) which were not within the scope of the Advisory Agreement. RMK alleges that these services were provided on the basis of a shared understanding that Euronav would pay a further fee, to be agreed or otherwise assessed at a reasonable market rate. RMK claims unjust enrichment, asserting that the basis for the provision of the additional services has failed and/or that Euronav freely accepted the benefit of those services with knowledge that RMK expected to be paid.

Euronav denies that any of the services provided by RMK fell outside the scope of the Advisory Agreement. It contends that the Agreement, properly construed, encompassed all of the services RMK performed, including those now characterised as “additional”. In the alternative, Euronav submits that even if some services were outside the contractual scope, RMK’s claim in unjust enrichment must fail as a matter of law. Euronav argues that the Advisory Agreement makes express provision for variation, by agreement in writing, of the scope of the services to be provided, as well as containing a “no oral modification” clause; and that permitting a restitutionary claim in respect of extra-contractual services would impermissibly circumvent the contractual framework. Euronav further contends that there was no joint understanding that RMK would be entitled to a further fee for any additional services, and that any suggestion of further payment was always understood to be discretionary. Euronav also disputes the quantum of RMK’s claim, asserting that the services were not of the value claimed and that RMK’s expectations were unrealistic and unsupported by market practice.