On 10 July 2025, Peter MacDonald Eggers KC (sitting as a Deputy Judge of the High Court) handed down judgment, following a trial in March, in Visalia Marketing Corporation v Seadrill Limited [2025] EWHC 1747 (Comm).
The proceedings arose out of the formation of a joint venture in February 2019 between Sonangol, the state oil and gas company of Angola, and the Seadrill drilling group (of which both defendants form part). Pursuant to the joint venture, each of Sonangol and Seadrill were to contribute rigs for the joint venture to use to perform drilling contracts (primarily offshore in Angola). Seadrill were to operate and manage the rigs in return for a daily operating fee.
The claimants – an oil and gas executive with over 50 years’ experience in the industry and his company – introduced Sonangol to Seadrill, and facilitated the negotiation and conclusion of the joint venture. The claimants had stipulated, from their very meeting with Seadrill, that, if the joint venture was concluded, they were to be paid a fee of 4% of the drilling contract revenue earned by the joint venture rigs for their services. However, although a draft contract (known as the ‘Representation Agreement’) was drawn up between the parties, it was never ultimately signed, and the claimants never received any payment from Seadrill. The reason cited by Seadrill – disputed by the claimants – was that the claimants failed to satisfy ‘transparency’ requirements Seadrill required in order to mitigate the risk that any payment for the claimants’ services might place Seadrill in breach of anti-corruption legislation, and specifically the US Foreign Corrupt Practices Act 1977.
In these proceedings, the claimants brought claims against the defendants in contract and unjust enrichment. They contended, in short, that a binding contract had been entered into between the parties by February 2019, pursuant to which, if the joint venture was concluded, Seadrill were obliged to pay the claimants the 4% fee. The claimants contended that the parties had agreed that the means by which Seadrill would consider itself to have achieved sufficient transparency for FCPA purposes was (1) the provision of a letter, signed by Sonangol’s CEO alone, acknowledging the claimants’ role in facilitating the joint venture (without provision of which no payment would be made to the claimants); and (2) Seadrill providing detailed disclosure in its annual 20-F filing to the SEC. In the alternative, the claimants contended that the defendants had been unjustly enriched, at their expense, by their services in facilitating the conclusion of the joint venture.
The defendants, in response, contended that no binding agreement had ever been reached between the claimants and the defendants and, in particular, that no binding agreement had been reached that the claimants would be paid the 4% fee upon provision of an acknowledgment letter signed by the Sonangol CEO alone. The defendants further contended that, if any such contract had arisen, an acknowledgment letter from the Sonangol CEO in satisfactory form had not been provided.
The Judge held that a binding contract had indeed been concluded between one of the claimants (Visalia) and one of the defendants (Seadrill Management), pursuant to which Visalia was entitled to be paid the 4% fee upon provision of an acknowledgment letter signed by Sonangol’s CEO. He further held that either one of the two acknowledgment letters that had been provided (by successive Sonangol CEOs) were sufficient to satisfy the condition to payment, such that Seadrill Management had become obliged to pay the fee to Visalia. Having failed to do so, it was accordingly liable in damages for breach of contract.
A copy of the judgment can be found here.
Emily Wood KC and Catherine Jung represented the claimants, instructed by a team from Simpson Thacher & Bartlett LLP led by Tyler B. Robinson.
