In Nordic Power Partners v Rio Alto Energia [2026] EWHC 806 (Comm), the Commercial Court granted summary judgment to the claimants in a dispute regarding the distribution of the proceeds from the sale of three solar power plants in Brazil.
The claimants (the “NPP Parties”) and the Defendants (the “RAE Parties”) jointly owned and operated three solar power plants in Brazil (the “Projects”) which were sold to a third-party buyer for c.US$70m.
A dispute arose as to how the proceeds of that sale were to be distributed. The NPP Parties contended they were contractually entitled to 100% of the proceeds, whereas the RAE Parties claimed to be entitled to receive a share of the proceeds in proportion with their interest in the Projects. The NPP Parties therefore brought a claim seeking declaratory relief and an order for specific performance to require the RAE Parties to comply with their contractual obligations.
The NPP Parties obtained an interim injunction to prevent the distribution of the disputed proceedings pending resolution of the dispute ([2025] EWHC 2875 (Comm)) and subsequently applied for summary judgment and/or to strike out the RAE Parties’ Defence.
The RAE Parties advanced a number of defences, including that they had a counterclaim in arbitration which they were entitled to set off against the NPP Parties’ claim, and that the NPP Parties had come to equity with ‘unclean hands’.
Henshaw J rejected the RAE Parties’ defences. The judge held that there could be no set-off because it would not be manifestly unjust to enforce the NPP Parties’ claim and the RAE Parties’ counterclaim would not, in any event, reduce the NPP Parties’ claim. The judge also held that the ‘unclean hands’ doctrine was not even arguably applicable. The NPP Parties were therefore entitled to summary judgment, including the declaratory relief sought.
Jessica Sutherland and Douglas Grant acted for successful claimants, instructed by Lee Bacon, Felipe Sperandio and Nikita Damburgs of Clyde & Co.
