VTB Capital Plc v Nutritek International Corp [2013]

VTB Capital Plc v Nutritek International Corp [2013] UKSC 5, [2013] 2 AC 337 is a significant English company law case that deals with the concept of piercing the corporate veil for fraud. The case, along with the later decision in Prest v Petrodel Resources Ltd [2013], played a crucial role in restating the English company law position regarding the piercing of the corporate veil.

VTB Capital plc claimed that Nutritek International Corp, its parent company, and a director named Konstantin Malofeev fraudulently misrepresented the value of dairy companies being sold to Russagroprom LLC. VTB was providing a $225 million loan to Russagroprom to facilitate the purchase of these dairy companies. VTB argued that it was misled into believing that Russagroprom was not already under common control with Nutritek. VTB sought to hold the owner of Nutritek, Marshall Capital Holdings, Marshall Capital LLC, and Konstantin Malofeev jointly liable due to their control over Nutritek. Russagroprom later defaulted on the loan, and only $40 million was recovered. VTB attempted to amend the claims to pierce the veil of Russagroprom and hold the defendants liable under the loan agreement.

The High Court refused permission to amend and serve the proceedings out of the jurisdiction, citing that England was not demonstrated to be the appropriate forum. The freezing injunction against Malofeev was discharged. The Court of Appeal dismissed the appeal, with Lloyd LJ giving the judgment. Rimer LJ and Aikens LJ concurred.

The Supreme Court dismissed the appeal. Lord Mance delivered the leading judgment, stating that England was not the appropriate forum. The Court found errors in the interpretation of applicable law but maintained the ultimate conclusion. Lord Neuberger gave a concurring judgment on piercing the corporate veil, expressing reservations about extending the principle.

The Court considered the issue of piercing the corporate veil but concluded that it was unnecessary to decide definitively. The argument for piercing the corporate veil was characterised as an extension of existing law. Lord Neuberger expressed reservations about piercing the corporate veil, stating that a strong justification would be required for such an extension. He highlighted the potential inconsistency with the principle in Salomon v A Salomon & Co Ltd [1897], where a legally incorporated company is treated as an independent person with its own rights and liabilities.

Lord Neuberger also noted that the concept of abusing the corporate structure may not add substance to the debate and could be an illegitimate extension of circumstances where the veil can be pierced. The Court emphasised that, even if the veil could be pierced, the facts of the case did not support the notion that Russagroprom was used as a facade to conceal true facts. The proposed extension of the veil-piercing principle lacked a strong justification and was contrary to authority and principle.

Lord Wilson concurred with the majority but expressed reluctance to accept an overarching argument that English law recognises no principle allowing the corporate veil to be lifted. He suggested that defining the circumstances in which the veil may be lifted was challenging. Lord Clarke dissented on the question of the appropriate forum but reserved comments on the corporate veil for a future case. Lord Reed dissented on the issue of the appropriate forum and agreed with Lord Neuberger's concerns about piercing the veil, stating there were strong reasons against it.

In summary, the Supreme Court, while not definitively resolving the issue of piercing the corporate veil, expressed skepticism about extending the principle and highlighted the need for a strong justification in such cases. The decision emphasised the importance of considering the specific facts and circumstances surrounding the alleged misuse of the corporate structure.
Back to blog

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 
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
ESSEC Business School

  • 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


    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


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