SEB Trygg Holding Aktiebolag v Manches & Ors

SEB Trygg Holding Aktiebolag v Manches & Ors

The arbitration proceedings, though commenced in the name of a dissolved company, were a case of misnomer, not nullity, as the intended party was objectively AMB Generali Holding AG as universal successor. The solicitors and agents had actual or ostensible authority to commence and conduct the proceedings, or AMB subsequently ratified the acts and is estopped from denying participation. AMB is bound by any award. The solicitor defendants breached a limited warranty that the named claimant existed, but not the broader warranty of authority. Costs were apportioned accordingly.

Parties
Claimant: SEB Trygg Holding Aktiebolag; 1st Defendant: Manches; 2nd Defendant: Sprecher Grier Halberstam; 3rd Defendant/part 20 Claimant: Portner & Jaskel; 4th Defendant/1st Part 20 Defendant: AMB Generali Holding AG; 2nd Part 20 Defendant: Mr Burkhard Schulze Wierling; 3rd Part 20 Defendant: Mr Alec Merrifield
Jurisdiction
England and Wales
Judgment Date
20 January 2005
Procedural Posture
Commercial/arbitration/consolidated Claims / Judgment on Preliminary Issues and Costs
Outcome
Claim substantially allowed for SEB; AMB held bound by arbitration and any award; solicitor defendants found in breach of limited warranty as to existence of named party; costs apportioned.
Legal Topics
Authority of Agents, Ratification, Warranty of Authority, Misnomer in Proceedings, Universal Succession, Estoppel, Costs Orders
Arbitration Company Law Agency Law Civil Procedure Authority of Agents Ratification Warranty of Authority Misnomer in Proceedings +3 more

Case Brief

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Parties

SEB Trygg Holding Aktiebolag

Claimant

Manches

1st Defendant

Sprecher Grier Halberstam

2nd Defendant

Portner & Jaskel

3rd Defendant/part 20 Claimant

AMB Generali Holding AG

4th Defendant/1st Part 20 Defendant

Mr Burkhard Schulze Wierling

2nd Part 20 Defendant

Mr Alec Merrifield

3rd Part 20 Defendant

Procedural Posture

Commercial/arbitration/consolidated Claims / Judgment on Preliminary Issues and Costs

Legal Issues

  1. 1 Whether arbitration proceedings commenced in the name of a dissolved company (Old Aachener Re) were a nullity or a misnomer and could be amended to substitute AMB Generali Holding AG as successor.
  2. 2 Whether the solicitors and agents had actual or ostensible authority to commence and conduct the arbitration on behalf of AMB.
  3. 3 Whether AMB subsequently ratified the arbitration proceedings and/or is estopped from denying it is a party.

Ratio Decidendi

The arbitration proceedings, though commenced in the name of a dissolved company, were a case of misnomer, not nullity, as the intended party was objectively AMB Generali Holding AG as universal successor. The solicitors and agents had actual or ostensible authority to commence and conduct the proceedings, or AMB subsequently ratified the acts and is estopped from denying participation. AMB is bound by any award. The solicitor defendants breached a limited warranty that the named claimant existed, but not the broader warranty of authority. Costs were apportioned accordingly.

Court Disposition

Claim substantially allowed for SEB; AMB held bound by arbitration and any award; solicitor defendants found in breach of limited warranty as to existence of named party; costs apportioned.

Orders

  • Declaration that AMB Generali Holding AG is a party to and bound by any award in the arbitration.
  • Solicitor defendants found in breach of warranty that Old Aachener Re existed as named party.