Edgeworth Capital (luxembourg) S.á.r.l and Another v Ramblas Investments B.v
| Jurisdiction | England & Wales |
| Judge | Lord Justice Moore-Bick,Lady Justice King,Lord Justice Sales |
| Judgment Date | 28 April 2016 |
| Neutral Citation | [2016] EWCA Civ 412 |
| Court | Court of Appeal (Civil Division) |
| Date | 28 April 2016 |
| Docket Number | Case No: A3/2015/0582 |
[2016] EWCA Civ 412
IN THE COURT OF APPEAL (CIVIL DIVISION)
ON APPEAL FROM THE HIGH COURT OF JUSTICE
QUEEN'S BENCH DIVISION
COMMERCIAL COURT
Mr. Justice Hamblen
Royal Courts of Justice
Strand, London, WC2A 2LL
Lord Justice Moore-Bick
Vice-president of the Court of Appeal, Civil Division
Lady Justice King
and
Lord Justice Sales
Case No: A3/2015/0582
Mr. George Bompas Q.C. and Mr. Christopher Howitt (instructed by Kobre & Kim (UK) LLP) for the appellant
Mr. Antony Zacaroli Q.C. and Mr. William Willson (instructed by Linklaters LLP) for the respondents
Hearing date: 13 th April 2016
This is an appeal against the order of Hamblen J. dated 30 th January 2015 giving judgment for the respondents in the sum of €105,201,095.89. It ultimately turns on the construction of three terms of an agreement called an "Upside Fee Agreement" ("UFA") made between The Royal Bank of Scotland Plc ("RBS") and the appellant, Ramblas Investments B.V. ("Ramblas"). The appeal raises no point of law of general importance and no one other than the parties to the proceedings are likely to be interested in its outcome. The parties themselves are familiar with the terms of the agreement, the context in which it came to be made and the issues to which the proceedings have given rise. I therefore think it is possible to give the reasons for my decision rather more shortly than might otherwise have been the case and I am confident that it is possible to do so without doing any injustice to the parties' arguments.
The facts giving rise to the dispute are set out in the judgment of Hamblen J. [2015] EWHC 150 (Comm), as are the principal terms of the UFA which bear on the present dispute. The UFA represented one element of a suite of financing agreements supporting the purchase by Marme Inversiones 2007 S.L., a subsidiary of Ramblas, of a group of buildings in Madrid known as the Ciudad Financiera. It provided for the payment of certain fees to RBS as consideration for providing funds that were essential to the completion of the financing arrangements at a time when it was very difficult to raise money in the markets. They comprised a loan of €200 million to Ramblas under a 'Junior Loan Agreement' ("JLA") and a further loan of €75 million to the two businessmen behind the purchase, Mr. Glenn Maud and Mr. Derek Quinlan, under a 'Personal Loan Agreement' ("PLA"). RBS subsequently assigned its interest in the JLA, the PLA and the UFA to the respondents, Edgeworth Capital (Luxembourg) S.Á.R.l. and Aabar Block S.Á.R.l.
By clause 2.1 of the UFA a fee was payable to RBS upon the occurrence of a 'Payment Event'. A Payment Event was defined as including:
"(a) … the repayment of the Loan … (including any repayment made following acceleration or from the proceeds of any security realisation) or, if earlier, the date on which any such … repayment falls to be made pursuant to the Junior Credit Agreement".
The Junior Credit Agreement was simply another name for the JLA.
The JLA contained a cross-default provision, under which a failure to make a payment under the PLA when it fell due constituted an Event of Default under the JLA. In June and September 2010 the borrowers failed to make payments of interest due under the PLA. They also failed to repay the whole amount of the Personal Loan which fell due on 29 th September 2010 as a result of those defaults. These failures constituted Events of Default under the JLA and as a result, on 30 th December 2010 RBS gave notice to accelerate the obligation to repay the Junior Loan. However, the Junior Loan has not yet been repaid.
Construction
The first question which arises on this appeal is whether a Payment Event within the meaning of the UFA has occurred. If it has, it is...
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Aabar Block S.A.R.L. v Glenn Maud
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