Verum Plus v Petroineos: Swiss insolvency assignees win joinder bid but blocked on contract claims

The Commercial Court has granted joinder to three parties seeking to step into the shoes of a bankrupt Swiss trading company in long-running oil contract litigation, whilst refusing them leave to bring claims under the very contracts at the heart of the dispute.

In Verum Plus AG (in liquidation) & Ors v Petroineos Trading Limited [2026] EWHC 1236 (Comm), Mr Justice Butcher delivered his judgement on 22 May 2026, navigating the intersection of Swiss insolvency procedure, English private international law, and contractual non-assignment provisions.

Background

Verum Plus AG, a Swiss-incorporated petroleum products trader, had been the main trading vehicle of Andrey Polyakov. Its dispute with Petroineos Trading Limited arose from a series of contracts concluded in 2019 for the storage, sale, and financing of petroleum products, along with an alleged oral joint venture agreement. Verum was declared bankrupt in Switzerland in April 2022.

Following that bankruptcy, the Bankruptcy Office of the Canton of Zug assigned the right to conduct the English proceedings to Polyakov, Carbonco SA, and Freshwind Operations OÜ (together, the Applicants) and to Litasco SA, under Article 260 of the Swiss Debt Enforcement Act. That provision transfers authority to prosecute assigned claims, with assignees acting as procedural trustees in their own names and at their own risk, whilst the substantive claim remains with the bankrupt estate.

The joinder question

Petroineos resisted joinder on four grounds: that the Applicants had no right to sue under English law; that there had been unjustified delay; that the non-assignment provisions in the contracts barred the Article 260 assignments; and that Litasco, a fellow assignee, had not been joined.

On the first ground, Butcher J rejected the argument that English procedural law simply could not accommodate the Swiss mechanism. Drawing on the nineteenth-century authorities of Alivon v Furnival and Macaulay v Guaranty Trust Company of New York, he held that comity supported recognising the Applicants' right to sue, given that refusing to do so would leave the claims entirely unpursuable.

On delay, the judge accepted that the period of uncertainty over who PCB Byrne LLP actually represented had been excessive and poorly explained, but concluded that no significant prejudice attributable solely to that delay had been suffered by Petroineos. The risk of leaving the claim entirely unpursued weighed against a refusal.

On Litasco, a letter filed shortly before the hearing confirmed that Litasco had formally waived its Article 260 assignment with immediate effect. The judge accepted this resolved the difficulty, noting he would otherwise have ordered Litasco joined as a defendant.

Non-assignment provisions prove decisive

The Applicants' partial defeat came on the contractual claims. Each of Contracts D13, D19, and D20 contained non-assignment provisions prohibiting either party from assigning its rights and obligations without the other's prior written consent. Butcher J held that a reasonable commercial party would not have understood those provisions to draw a distinction between an assignment of the cause of action itself and an assignment of the right to prosecute it. The Article 260 assignment fell within the prohibition and was therefore ineffective against Petroineos in respect of those contracts. His reasoning found support in Ruttle Plant Hire Ltd v Secretary of State for the Environment (No. 3), where Ramsey J reached a similar conclusion concerning a liquidator's right to prosecute a contractual claim.

The position was different for the alleged oral joint venture agreement, which contained no such provision. The Applicants are accordingly permitted to pursue that claim.

On the strike out application, the judge declined to remove Verum as a party, observing that its continued presence simplified the procedural handling of Petroineos's counterclaim.

The case will now proceed with the three Applicants as parties to the joint venture claim alongside the shell of the original claimant.