Retirement, Saving and Welfare Fund of Oil Industry Workers (Appellant) v Crescent Gas Corporation Limited and another (Respondents)

Case summary

Case ID

UKSC/2025/0189

Parties

Appellant(s)

Retirement, Saving and Welfare Fund of Oil Industry Workers

Respondent(s)

NATIONAL IRANIAN OIL COMPANY

CRESCENT GAS CORPORATION LIMITED

Issue

These cases raise three main issues: (i) whether an agent can provide signed writing for the purposes of section 53(1)(b) of the Law of Property Act 1925 (“LPA 1925”); (ii) whether a company can provide signed writing for the purposes of section 53(1)(b) without executing a document or through the signature of an individual acting on behalf of a corporate attorney by combined effect of 74(3) and (4) LPA 1925; and (iii) whether a transaction was at an undervalue within the scope of section 423 of the Insolvency Act 1986 (“IA 1986”).

Facts

National Iranian Oil Company (“NIOC”) is the state oil and gas company of Iran. By 1962, a bank account in the name of the Retirement, Saving and Welfare Fund of Oil Industry Workers (the “Fund”) was opened at Bank Melli. NIOC’s articles as approved in 1964 provided that the monies in that account were not to be treated as part of NIOC’s funds and were to be managed by NIOC’s Board of Directors as “amin”, referring to the Iranian law arrangement of “amanat” whereby a person is entrusted with an asset for another person, with the latter retaining all legal and beneficial interest in the asset. In September 1975, NIOC purchased NIOC House, whose tenants paid rent to the Fund. A mortgage agreement (the “Mortgage”) was entered into by NIOC, the Fund and Bank Melli on 25 September 2019. It was expressed to be executed as a deed by NIOC acting by its corporate attorney, Naft Trading and Technology Limited (“NTT”), which signed by its director. It provides that NIOC “is the legal owner” and that the Fund is “the sole beneficial owner” of NIOC House. A certificate of title (“Certificate of Title”) provided to Bank Melli on 9 January 2020 by the solicitors of NIOC and the Fund similarly recorded that NIOC held the legal interest and the Fund held the beneficial interest in NIOC House. On 15 August 2022, Crescent Gas Corporation Limited (“CGC”) was granted permission to enforce an award of USD 2,429,970,000 against NIOC following arbitration between CGC and NIOC in connection with the sale by NIOC of gas to CGC. On 23 August 2022, NIOC transferred legal title to NIOC House to the Fund (the “Transfer”). In attempting to register an interim charging order on 15 November 2022, CGC learnt that NIOC House had been transferred to the Fund. CGC issued a claim for relief under section 423 of the IA 1986. At first instance, the High Court held that NIOC House was paid for with monies loaned by the Fund to NIOC, with the consequence that NIOC House was held by NIOC on its own account, rather than within the amanat. Sir Nigel Teare further held that the Mortgage and Certificate of Title constituted declarations of trust of NIOC House in the Fund’s favour. However, the trust had not been manifested and proved by signed writing in accordance with section 53(1)(b) of LPA 1925, having been signed only by agents of NIOC. He found that, in consequence, the trust relied upon by NIOC and the Fund cannot be established. He also found that the Transfer was a transaction at an undervalue for the purpose of putting NIOC House beyond the reach of CGC. On appeal, the Court of Appeal rejected the argument that the Mortgage and Certificate of Title satisfied the requirements of section 53(1)(b) LPA 1925. It found that this provision required personal signature by the relevant alleged trustee. In respect of companies, the Court of Appeal accepted that execution of a document in accordance with s 44 of the Companies Act 2006 (“CA 2006”) would constitute signature for the purposes of s 53(1)(b), but this was found not to have been done in the present case. Moreover, it held that execution in accordance with s 74(3) LPA 1925 was available only in respect of a document signed by an attorney who is a natural person. The majority of the Court of Appeal also dismissed the argument that, even if the trust over NIOC House was not manifested and proved within the meaning of section 53(1)(b) of LPA 1925, it had been validly constituted so as to prevent the transfer of NIOC House to the Fund from a transfer at an undervalue for the purposes of section 423 IA 1986.

Date of issue

19 November 2025

Case origin

Appeal As of Right

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