CL-2022-000558 - [2025] EWHC 1995 (Comm)

The Claimant has previously served the Fourth Defendant (Mr Abramovich) with:

These documents were served on Mr Abramovich at an address provided at Clauses 5.8(7) and 5.10 of the Framework Agreement, namely at 4 Sadovnicheskaya Street, Building 1, Moscow, 115035 (the “Framework Agreement Address”). However, the persons at the Framework Agreement Address refused to accept the service of those documents (or, indeed, other documents sought to be served at that location), and so they had to be left at the premises.

Mr Abramovich failed to serve an Acknowledgement of Service by the required date (20 March 2024) or at all.

Additional steps were also taken to bring the documents to Mr Abramovich’s attention:

Rusal’s solicitors PCB Byrne received, by return post, the letters posted to Mr Abramovich at Millhouse’s and Crispian’s respective registered offices.

It is therefore unclear whether documents have in fact been received by Mr Abramovich at the Framework Agreement Address.

Due to Mr Abramovich’s lack of engagement with the proceedings, Rusal applied on 5 April 2024 for an order suspending the party’s obligations to serve on Mr Abramovich these statements of case or any other document or application relating to the case management of the proceedings, (save in so far as they sought orders against Mr Abramovich) pending CMC1 (the “2024 Service Application”). Rusal’s evidence filed in support of the 2024 Service Application was contained in the Third Witness Statement of Charlotte Anne Bhania, dated 5 April 2024 (“Bhania 3”).

That application was granted by way of the Order of Cockerill J, dated 11April 2024, to which reference has already been made (the “Cockerill J Order”). The Cockerill J Order suspended the party’s obligations to serve Mr Abramovich until CMC1. Since that date, other than to serve the Cockerill Order itself on Mr Abramovich at the Framework Agreement Address, neither Rusal, nor it would appear any of the First to Third Defendants, has attempted to serve any documents in the Proceedings on Mr Abramovich.

Absent further order of the Court, the parties will have to effect service on Mr Abramovich of all documents which fall to be served in the Proceedings, pursuant to the default provisions of CPR Part 6, so that he has an adequate and fair opportunity to respond and to engage in the Proceedings if he so chooses.

It is against that backdrop that Rusal has filed the alternative service application under CPR r.6.27, for permission to serve by alternative means, supported by the second statement of Olga Bischof (“Bischof 2”), so as to provide a working modus operandi going forward.

The order sought by Rusal envisages service by two means:

The relevant parts of the CPR concerning alternative service provide:

“6.15

Service of the claim form by an alternative method or at an alternative place

(1)

Where it appears to the court that there is a good reason to authorise service by a method or at a place not otherwise permitted by this Part, the court may make an order permitting service by an alternative method or at an alternative place”.

…

6.27

Service by alternative method or at an alternative place

Rule 6.15 applies to any document in the proceedings as it applies to a claim form and reference to the defendant in that rule is modified accordingly.”

(emphasis added)

In M v N [2021] EWHC 360 (Comm), Foxton J outlined the applicable principles for alternative service on a defendant who would otherwise have to be served abroad under the Hague Service Convention of 15 November 1965 on the service abroad of judicial and extrajudicial documents in Civil or Commercial Matters, (“the Hague Convention”). Relevantly, at [8] he stated:

“…(ii) the fact that the Court is being asked to make an order for alternative service on defendants domiciled in a HSC country is a relevant factor in considering whether a good reason has been made out: see, for example, Deutsche Bank AG v Sebastian Holdings, Inc. [2014] EWHC 112 (Comm), [19], (“a critically important distinction”, Cook J).

(iii)

In proceedings in which the HSC is engaged, there are a number of cases which have held that merely avoiding delay or inconvenience will not be sufficient to constitute “good reason” (Deutsche Bank AG v Sebastian Holdings, Inc, [28]), Société Générale v Goldas Kuyumculuk Sanayi [2017] EWHC 667 (Comm) at [49 (9) (a)]).

(iv)

In those cases where the country in question has stated its objection under Article 10 of the HSC to service otherwise than through its designated authority, it has been held that relief under Rule 6.15 will only be granted in “exceptional circumstances” (Société Générale [49(9)(b)], approved at [2018] EWCA Civ 1093, [33-35]; Marashen Limitedd v Kenvett Limited [2017] EWHC 1706 (Ch), [57]; Punjab National Bank (International) Ltd v Srinivasan [2019] EWHC 89 (Ch) or “in special circumstances” (if that is different): Russian Commercial Bank (Cyprus) Ltd v FedorKhoroshilov [2020] EWHC 1164 (Comm), [96-97].

(v)

There has been some debate as to what the requirement of the “exceptional” or “special circumstances” means, but it has generally been interpreted as requiring some factor sufficient to constitute good reason, notwithstanding the significance which is to be attached to the Article 10 HSC Reservation (see for example Koza Ltd v Akcil [2018] EWHC 384 (Ch), [45-49], Richard Spearman QC).

(vi)

However, it is clear that there are circumstances in which an order for alternative service will be appropriate in HSC cases (or to put matters another way in which good reason for making an order can be established, notwithstanding the HSC factor).”

Therefore, the “good reason” test for alternative service applies unless the defendant would otherwise have to be served abroad under the Hague Service Convention, in which case the “exceptional circumstances” applies.

For completeness, sections 790K and 790M of the Companies Act 2006 provide:

“790K Required particulars
(1) The “required particulars” of an individual who is a registrable person are—

…

(b)

a service address”

“790M Duty to keep register

(1)

A company to which this Part applies must keep a register of people with significant control over the company.”

Section 1140 of the Companies Act 2006 permits for service of documents on directors. It provides in subsection (1) that:

“[a] document may be served on a person to whom this section applies by leaving it at, or sending it by post to, the person’s registered address.”

Subsection (3) further notes that:

“This section applies whatever the purpose of the document in question. It is not restricted to service for purposes arising out of or in connection with the appointment or position mentioned in subsection (2) or in connection with the company concerned.”

(emphasis added)

Subsection (6) provides several exceptions for when the service may not be affected by virtue of section at that address:

“(a)

if notice has been registered of the termination of the appointment in relation to which the address was registered and the address is not a registered address of the person concerned in relation to any other appointment;

(b)

in the case of a person holding any such position, as is mentioned in subsection (2)(b), if the overseas company has ceased to have any connection with the United Kingdom by virtue of which it is required to register particulars under section 1046.”

In Baig v Hassan [2024] EWHC 3555 (KB), Master Dagnall analysed the case law on section 1140 of the Companies Act 2006 in respect of a director who had provided a registered address within the jurisdiction, but who himself was outside of the jurisdiction at the time of service, and stated at [55] and [61] that:

“55.

…The whole point of section 1140 is that where a director has provided a ‘registered address’ in the sense set out in subsection (4), which encompasses the ‘usual residential address’ provided for in Form 288a, and that address is within the jurisdiction, the effect of the section is that the director can be served with proceedings at that address even if he is not physically present within the jurisdiction at the time of service. The position is different if the address given on the form or in the records held at Companies House is an address outside the jurisdiction. As Master Marsh explained in Key Homes that is the situation covered by section 1140(8): if the ‘service’ address provided is outside the jurisdiction, section 1140 cannot be used to effect service and the normal rules requiring permission to serve out of the jurisdiction to be obtained apply…”

61.

It seems to me, therefore, in principle that service on the defendant by posting the documents to the London flat is valid service even though, at that point in time, the defendant was out of the jurisdiction.”

(emphasis added)

I myself recently considered the issue of service in circumstances where a defendant is absent from the jurisdiction, albeit in a different context, in Agrofirma Oniks LLC & Agro UG V LLC v ABH Ukraine Limited & Ors [2025] EWHC 300 (Comm), see [39]-[44].

As I foreshadowed, Rusal envisages service on (1) Fordstam’s address in London, where Mr Abramovich is a Person with Significant Control; and (2) on senior lawyers at Kobre & Kim LLP, who represent him in other current matters.

As a preliminary point, Fordstam provided the address for service for Mr Abramovich in his capacity as its registrable person (under sections 790K and 790M of the Companies Act 2006). Consequently, pursuant to section 1140 of the Companies Act 2006, Rusal is permitted to serve Mr Abramovich in the jurisdiction by leaving it at, or sending it by post to, the Fordstam address. Mr Abramovich may be outside of the jurisdiction, and may even be a resident outside of the jurisdiction, but this is not a bar for service under section 1140 of the Companies Act 2006 (see Baig v Hassan, supra at [55] and [61]).

The question therefore arises as to whether I should grant Rusal’s Alternative Service Application, even though it is entitled to, and indeed intends to, serve Mr Abramovich at the Fordstam address.

In my judgment, it would be appropriate to do so, as I consider that there are good reasons to do so pursuant to CPR r.6.27 for the following reasons.

First, I am satisfied there are valid concerns about whether service on the Fordstam address will be effective in bringing the proceedings to Mr Abramovich’s attention. In this regard, Fordstam’s most recent set of financial statements (to the year ending 30 June 2021), show that Fordstam was the corporate vehicle through which Mr Abramovich’s ownership of Chelsea Football Club was held. Chelsea Football Club was sold on 30 May 2022 following the UK Government’s sanctions on Mr Abramovich. Following the sale, the registered address of Fordstam was changed from Stamford Bridge, Fulham Road, London, SW6 1HS, i.e., Chelsea Football Club’s home ground, to an apartment at Tower West, 1 Waterfront Drive, Chelsea Waterfront, London, England, SW10 OAA (the “SW10 Address”).

I am satisfied that there are valid concerns that Fordstam may no longer be an active trading company and may now act as a shell or holding company. It is also possible that Mr Abramovich’s shareholding in Fordstam has changed, such that he is no longer a registerable person, and as such could no longer be served under section 1140.

It also appears that the SW10 Address is a residential rather than a corporate address, yet it is the registered office address for Fordstam. Fordstam’s 22 May 2025 confirmation statement, which was to be filed by 5 June 2025, is currently recorded as being overdue on Companies House. In fact, Fordstam has not filed annual accounts since December 2021. It is possible that there has been a change to Mr Abramovich’s shareholding in Fordstam which is not yet reflected in the publicly available Companies House records, and which would affect his ability to be served pursuant to section 1140 of the Companies Act 2006.

Secondly, there is a possibility that Mr Abramovich’s ownership of Fordstam could change prior to the conclusion of these Proceedings, such that he was no longer a registrable person for the purposes of Fordstam, and was no longer under an obligation to provide an address for service in that capacity, or he could elect to provide an address for service which is outside of the jurisdiction, with the result that service on the SW10 Address would no longer be good service on Mr Abramovich (see Baig v Hassan at [55]).

Thirdly, there is no evidence (and it seems highly unlikely given his sanctioned status) that Mr Abramovich personally resides at or visits the address, and it is unknown whether anyone communicating with him is monitoring mail posted to there or left there. As already noted, there is also a risk that he may cease to be a registerable person of Fordstam or may change his address for service without warning during the course of these Proceedings.

Fourthly, while service under section 1140 of the Companies Act 2006 of Fordstam might be said to render the Alternative Service Application unnecessary or, in the Claimant’s words, “superfluous,” there is no bar on claimants seeking an order for alternative service in circumstances where there are alternative methods of service without need to apply for the permission of the Court.

The question for the Court, ultimately, is whether there is a good reason for granting the application. The Claimant’s Alternative Service Application seeks to maximise the prospects of Mr Abramovich being given effective and actual notice of the Proceedings so that, should he so wish, he has a fair opportunity to present his case in these Proceedings. This is a matter of some considerable importance. The current application is also set against the backdrop that, in the event that the SW10 Address either is not a good address for service on Mr Abramovich for whatever reason, or becomes not a good address for service on Mr Abramovich, then Rusal would otherwise be required to serve documents on him outside of the jurisdiction, absent an order for alternative service.

Fifthly, I consider that the Alternative Service Application is appropriate in circumstances where it does not merely encompass “where” documents must be served, but also “what” must be served. It is likely that, in a case such as the present, there will be large numbers of documents that will need to be served. The order that is contemplated will enable the Claimant to use a secure file-sharing link, effectively to serve documents. This will also obviate the undesirable consequence of large volumes of potentially confidential documents being left at locations to which others than the recipient may have access.

Finally, I do not consider that Rusal can be criticised for the timing of the Alternative Service Application, as it has always been envisaged that service would need to be revisited at this CMC in the context of the CMC Order.

I am satisfied that there is a good reason to infer that service on senior lawyers at Kobre & Kim LLP will bring the documents for service to Mr Abramovich’s attention. The evidence before me supports the conclusion that Kobre & Kim LLP have been instructed by Mr Abramovich and that they remain his solicitors of record, including in proceedings in this jurisdiction (albeit they are not solicitors on the record in relation to these Proceedings). I am satisfied that Kobre & Kim LLP will have the means to contact Mr Abramovich and, indeed, may have a professional duty to do so.

The evidence before me is that:

I am satisfied that service on Kobre & Kim LLP will increase the likelihood of Mr Abramovich receiving the documents and, for the reasons I have identified above, there is a good reason to order alternative service, in circumstances in which I am satisfied that it will ensure that Mr Abramovich has fair notice of the Proceedings, which will allow him to make his case, should he wish to do so. I accordingly make the order sought in relation to alternative service and Kobre & Kim LLP.

For completeness I would add that I do not consider that the “exceptional circumstances” test is engaged. This is in circumstances where notwithstanding, the uncertainties that exist in relation to service on Fordstam’s SW10 Address that address remains a valid address for service within the jurisdiction on the information currently available, and it is also unknown where Mr Abramovich currently is (including whether he resides in a Hague Convention State or not).

I would only add that had the “exceptional circumstances” test been engaged, I am satisfied that such test would in any event have been met. In this regard:

Accordingly, and for such reasons, the Claimant’s Alternative Service Application succeeds and I make the orders for alternative service that are sought.