Jetivia SA v Bilta (UK) Limited [2015]

Jetivia SA v Bilta (UK) Limited [2015]

Jetivia SA v Bilta (UK) Limited [2015] UKSC 23 is a significant UK company and insolvency law case heard by the Supreme Court of the United Kingdom. The case addresses two key issues: (i) the attribution of unlawful acts of a director to the company when the company is the victim of the unlawful act, and (ii) the extraterritorial effect of liability for fraudulent trading under section 213 of the Insolvency Act 1986.

The defence of ex turpi causa (illegality defence) could not prevent a claim brought by the liquidators on behalf of a company against its former directors. This was based on the principle that, when the company is essentially the victim of fraud by the directors, the conduct of the directors would not be attributed to the company, treating the company as a party to the illegality. Liability for fraudulent trading under the Insolvency Act 1986 was determined to have extraterritorial effect.

Bilta (UK) Ltd (Bilta), an UK company, sought damages through its liquidators against its former directors and other parties for alleged fraud and breach of fiduciary duty. The directors were accused of conducting carousel fraud, specifically in the trading of European Emissions Trading Scheme Allowances (carbon credits). Bilta claimed damages for conspiracy or equitable compensation for breach of fiduciary duty against its directors. Jetivia, a Swiss company, and Mr Brunschweiler, its sole director residing in France, were also implicated in the claim. The liquidators additionally pursued a claim for fraudulent trading under section 213 of the Insolvency Act 1986.

The Supreme Court unanimously held that the court's power to impose liability for fraudulent trading had extraterritorial effect. On the issue of attribution, all seven judges agreed that the wrongdoing or knowledge of the directors could not be attributed to the company as a defence against a claim brought by the liquidator for losses suffered by the company.

The decision clarified that liability for fraudulent trading under the Insolvency Act 1986 extends beyond the territorial borders of the UK. The case established a principle that when a company is the victim of wrongdoing by its directors, the directors' conduct or knowledge cannot be attributed to the company as a defence against a claim brought by the liquidator. While the case did not directly address the illegality defence, it emphasised that the defence could not operate to prevent a claim brought by the liquidators when the company is the victim of fraudulent conduct. The test laid down in Jetivia has been subsequently applied by the courts in cases related to attribution, providing guidance in resolving similar issues.

The decision was seen as a missed opportunity to issue an authoritative statement on the issue of illegality in English law. However, it represented a departure from the controversial decision in Stone & Rolls Ltd v Moore Stephens [2009], and its principles have been applied in subsequent cases.
Back to blog
UOL Case Bank

UOL Case Bank

Upon joining, you become a valuable UOL student and gain instant access to over 2,100 case summaries. UOL Case Bank is constantly expanding. Speed up your revision with us now.

Subscribe Now

Where are our students from?

Yale University
Council of Europe
Baker Mckenzie 
University of Chicago
Columbia University
New York University
University of Michigan 
INSEAD
University College London (UCL)
London School of Economics (LSE)
King’s College London (KCL)
University of London
University of Manchester
University of Zurich
University of York
Brandeis University
University of Exeter
University of Sheffield
Boston University
University of Washington
University of Leeds
University of Law
Royal Holloway, University of London 
Birkbeck, University of London
SOAS, University of London
University of Kent
University of Hull
Queen’s University Belfast
Toronto Metropolitan University
Hong Kong University of Science and Technology
University of Buckingham

  • Criminal Practice

    Diagrams and Charts

    Our carefully designed diagrams and charts will guide you through complex legal issues.

  • Criminal Law

    Clear and Succinct Definitions

    Key concepts are concisely defined to help you understand legal topics quickly.

  • Property Law

    Statutory Provisions

    Statutory provisions are provided side by side with legal concepts to help you swiftly locate the relevant legislation.

  • Public Law

    Case Summaries

    We have summarised important cases for you so that you don't need to read long and boring cases.

  • Evidence

    Rules and Exceptions

    Rules and exceptions are clearly listed so that you know when a rule applies and when it doesn't.

  • Company Law

    Terminology

    Legal terms and key concepts are explained at the beginning of each chapter to help you learn efficiently.

  • Case Law

    Case law is provided side by side with legal concepts so that you know how legal principles and precedents were established.

  • Law Exam Guide

    Law Essay Guide

    You will learn essential law exam skills and essay writing techniques that are not taught in class.

  • Law Exam Guide

    Problem Question Guide

    We will show you how to answer problem questions step by step to achieve first-class results.

  • Conflict of Laws

    Structured Explanations

    Complex legal concepts are broken down into concise and digestible bullet point explanations.

  • Legal System and Method

    Legal Research

    You will learn legal research techniques with our study guide and become a proficient legal researcher.

  • Jurisprudence and Legal Theory

    Exam-focused

    All essential concepts, principles, and case law are included so that you can answer exam questions quickly.