48. AMNS Middle East FZE v LIQS Pte Ltd [2025] EWHC 150 (Comm); [2025] 1 WLR 2472 (Comm Ct: Sean O’Sullivan KC sitting as a Deputy Judge)

Enrichment—direct payments—payments to third parties at claimant’s expense—ratification—failure of basis—change of position—limitation—interest

The claimant, part of an Indian steel processing and distribution group, advanced sums in excess of US$52 million under a 10-year “Contract for the Purchase of Steel Products” entered into in July 2014, but never received anything in return. The defendant, a Singaporean company, by its defence, contended that the agreement was, in effect, a sham. Some of the money was paid directly by the claimant to the defendant, but some US$26.5 million was paid by the claimant to third parties, which was said to be either at the request of the defendant, or ratified by it. The claimant brought its claim in unjust enrichment. After initially participating in the process, the defendant informed the court that it would not participate, nor be represented, at the trial.

Decision: The counterclaim was struck out due to the defendant’s non-attendance. The trial of the claim proceeded in the defendant’s absence. The claimant was entitled to restitution of US$52,803,513.90 together with interest from the date of the failure of basis, namely 1 December 2023.

Held: (1) The claimant was still required to prove its case on the balance of probabilities. The payments were all evidenced by the claimant’s bank statements, and there was no real doubt they were made. (2) The agreement was not a sham, but rather an “umbrella agreement”, and the payments were made on the basis of it. (3) The payments were made directly, or to third parties, either at the request of the defendant, or subsequently ratified by it. The payments were all enriching, and paid on the same basis, which failed. Croxen, Berkovi and Firmin (as joint liquidators of Utility Point Ltd) v Gas and Electricity Markets Authority [2022] EWHC 2826 (Ch); [2023] LMCLQ 496 §78 considered. (3) There was no defence of change of position. If the defendant disbursed the money without supplying steel to the claimant, that would not be a qualifying change of position: Goss v Chilcott [1996] AC 788 (PC) considered. (4) The failure of basis occurred when the 10-year agreement expired, so the claim was not time-barred. Anron Bunkering DMCC v Glencore Energy UK Ltd [2023] EWHC 295 (Comm); [2023] 1 WLR 1912; [2023] LMCLQ 496 §73 applied.