Ineos vs Athena: What we’ve learnt so far

It’s all too real, and it’s a dispute that won’t be drifting away quietly on the wind. That much is evident after viewing court papers filed in April by Sir Jim Ratcliffe’s Ineos group against Sir Ben Ainslie’s Athena Racing team.

The first thing the papers confirm is all too obvious: the former allies in the quest for Britain to challenge and one day win the America’s Cup are up to their necks in a thorny legal dispute over the ownership of what used to be known as Ineos Britannia. It’s complicated and won’t be easily resolved.

As he announced to the world back in March, Ratcliffe is “taking legal steps” to claim back the AC75 boat and associated assets he insists his company owns. Ainslie disputes that claim as he presses on with a campaign to challenge for the 38thAmerica’s Cup in July 2027, with the self-same boat now existing under the guise of GB1, via fresh backing from Oakley Capital.

But will the bid be scuppered long before the team can even get close to launching the AC75 back on the water? The Foil has seen a copy of the Particulars of Claim papers filed with the British High Court of Justice, which offer up details of the case Ineos is bringing against Athena. Here’s a summary of what they tell us of Ratcliffe’s side of the argument that threatens to tear apart Britain’s challenge for AC38 next year.

The claim states that Ineos paid “approximately” £174 million to fund Athena Racing to build and race the boat known as Ineos Britannia in the 37th America’s Cup in 2024. 

The deal was structured so that Athena owned the physical assets – the boat, the test boat, all the kit, the Barcelona base – during the campaign, mainly for tax reasons. Keeping the assets in Athena’s name allowed the team, according to the papers, “to maximise its benefit from certain UK tax allowances and credits to which it was legally entitled in relation to the acquisition of qualifying capital assets and research and development expenditure… This structure enabled the parties to obtain tens of millions of pounds’ worth of benefits and represented a key part of the funding of the campaign.”

But Ineos say the agreement always stated that when the campaign ended, those assets would transfer back to them categorically and free of charge – 90 days after the final race of AC37, unless the partnership was renewed or extended. As we know, that transfer never occurred upon termination of the agreement in January 2025, amid what the papers describe as a “real and substantial dispute between the parties” regarding who owns what. 

From what we can glean from the papers, that dispute dates all the way back to June 2018 when negotiations were ongoing between the two parties to form an alliance for AC36 – the first of two Cup campaigns undertaken by Ainslie and Ratcliffe in partnership.

The court papers explain that “within the 89-day period following the final race of AC37” Ineos remained responsible for running costs during what is stated as a natural winding down period for AC teams following a campaign. Ineos claim they upheld that end of the bargain – although “reserves the right to provide further particulars once [Athena] has provided an account of its expenditure”. Ineos claim Athena have “refused or failed to provide any such account or inventory”.

Following the final race of AC37, which ended on October 19 2024, Ineos chose not to exercise its option to remain in partnership with Athena, notifying the team by letter on January 13 2025 – four days before the 90-day period was up and the agreement was due to terminate anyway. In that letter of January 13, Ineos claim they instructed Athena to transfer all Ineos-funded assets still owned by the group “for no consideration”.

Ineos claim Athena’s decision not to transfer the boat and assets is “wrongfully and in breach of the Agreement. [Athena] has refused or failed, within a reasonable time or at all, to transfer any of the Ineos-funded Assets held by it to [Ineos].”

For their part, Athena claimed to have found new funding via Oakley Capital in December 2025 and argued there was never any winding down of its operation. “By its solicitors’ letter dated 3 February 2025,” reads the papers, “[Athena] asserted that [Ineos’s] right to acquire the Ineos-funded Assets would only arise in the event that [Athena] both ‘chooses to wind down its operations to a minimal level’”… This winding down argument appears to be at the heart of the misunderstanding over ownership of the assets.

“By its solicitors’ letter dated 6 April 2026,” continues the papers, “[Athena] further asserted that: by 18 January 2025, it had found financial support for continuing the America’s Cup campaigns; in consequence [Athena] was not at any time obliged to, and did not in fact at any time, wind down its operations or commercial commitments to a minimal level; [Ineos’s] obligation to cover the cost of winding down its operations never arose; and no such costs were ever incurred.”

On this basis, as ongoing concern Athena believed it was under no obligation to transfer their assets to Ineos.

Ineos believe there is a fundamental misunderstanding of the original contract it held with Athena. The crucial clause in the contact on this point appears to 4.2.7, which Ineos claim should have kicked in at its end to ensure its assets were returned. The terms were based on the previous partner agreement between the parties signed in 2018 for the AC36 campaign in 2021, for which the team challenged under the moniker Ineos Team UK. 

Whether Athena wound down or not after AC37 – and the papers cast doubt on the team’s assertion that they didn’t – Ineos believe the return of the assets was unconditional “upon expiry and non-renewal of the Agreement; and that [Ineos] was to have this right, regardless of whether [Athena] was obliged to or chose to wind down its operations, or whether [Athena] called on [Ineos] to cover the cost of wind-down, or whether [Ineos] agreed to cover such costs.”

To support this position, the claim refers back to contract negotiations way back in June 2018 for the original agreement, where emails between the two sides’ representatives – Jonny Ginns for Ineos and Matt Robinson for Athena – were exchanged back and forth regarding old campaign assets dating back to AC35 that were to stay with Athena, and new campaign assets from AC36 and then AC37 that were to belong to Ineos. 

It’s clear there was a sticking point on who owned what even then. In one email, dated June 22, Ginns said “We’re going around in circles on this ‘AC35 are for Athena, AC36 are for Ineos’ point.”

Three days later, on June 25, Athena CEO Grant Simmer is said to have relayed a concern of Ainslie “as to how [Ineos’s] control over [Athena’s] assets would work in the event that [Ineos] did not want to continue in the next America’s Cup campaign. Sir Ben’s concern was that, if [Ineos] decided not to participate in AC37 or a subsequent campaign and instructed [Athena] to sell the Ineos-funded Assets, this could leave [Athena] at a competitive disadvantage if the rules for AC37 ended up requiring teams to use the same boat as they had used in the previous America’s Cup.”

The following day Ginns is said to have responded with an addition to clause 4.2.7 “whereby [Ineos] would consider in good faith” any request from Athena to retain assets that might prove relevant to the next Cup campaign. In his covering email, Ginns wrote: “You requested that we allow you to retain AC36 assets in certain circs [circumstances], rather than fire sale them – this is a new concept and will all depend on the circs at the time, but I’ve included some wording… that picks up some of the themes that we discussed when we spoke yesterday; this ‘puts the issue on the table’ for a discussion at the time, and hopefully gives you enough to go on for now.”

The claim states that the following day, June 27, Ginns circulated a new draft of the agreement and that “[Athena] agreed with, and until January 20 2025 never disputed, Mr Ginns’ repeated statement of the agreed commercial principle, namely that AC35 assets should ultimately be owned by [Athena] and AC36 assets by [Ineos] and acceded to edits to the 2018 Partner Agreement to reflect that principle.” 

Crucially, as per an earlier clause in the agreement, “the parties’ commercial agreement that assets acquired for AC36 should ultimately be owned by [Ineos] applied equally to assets acquired for AC37.”

There are three parts to the Ineos claim against Athena, which offers a glimpse into the level of breakdown in the relationship between Ratcliffe and Ainslie:

(1) to provide an account as to how the funding provided by the Claimant pursuant to the Agreement has been spent;

(2) to provide a full inventory of the Ineos-funded Assets; and

(3) to transfer ownership of the Ineos-funded Assets held by [Athena] to [Ineos] and to execute all such documents and do such acts and things as [Ineos] may reasonably require to that end.

Damages are not an “adequate remedy,” it is claimed. “The Ineos-funded Assets are unique assets created for the purposes of an America’s Cup challenge, with expert engineering input from MBGP,” – the Mercedes-Benz Formula 1 team in which Ineos also has a share – “and for which no adequate substitutes are readily available in the market. There is particular prestige associated with the Ineos Britannia, as the yacht used by the first British team in 60 years to reach the America’s Cup match against the Defender, the first in 90 years to score points and the first ever to win the Challenger Selection Series, marking Britain’s most successful campaign in the history of the America’s Cup.”

That’s why Sir Jim wants his boat back, apparently. 

There are ‘other remedies’ too: “Damages in lieu of specific performance and/or damages for breach of contract at common law”; “loss” linked to the delay in returning the assets; and interest on those unreturned assets.

For now, the newly rechristened GB1 team are forging ahead in a spirit of ‘business as usual’, with the prelim event in Cagliari looming fast on the horizon. We await Athena’s defence and counter-claim as the fallout of the Ainslie/Ratcliffe breakdown overshadows the British team’s challenge for AC38. 

Don’t expect a quick or neat and tidy resolution any time soon.