Secure Capital SA v Credit Suisse AG [2015] EWHC 388 (Comm) (24 February 2015)

Secure Capital SA v Credit Suisse AG [2015] EWHC 388 (Comm) (24 February 2015)

The claim is contractual in nature and governed by English law, which only allows the bearer of the Notes to sue the issuer. Secure Capital, not being the bearer, has no contractual right to claim against Credit Suisse. Luxembourg law cannot confer such a right in respect of an English law contract. Therefore, Secure Capital's claim has no real prospect of success.

Citation
[2015] EWHC 388 (Comm)
Parties
Claimant/respondent: Secure Capital SA; Defendant/applicant: Credit Suisse AG
Jurisdiction
England and Wales
Judgment Date
24 February 2015
Procedural Posture
Commercial Court Summary Judgment/strike Out Application / Application for Summary Judgment And/or Strike Out
Outcome
Claim dismissed; summary judgment granted for Credit Suisse
Legal Topics
Bearer Notes, Intermediated Securities, Privity of Contract, Applicable Law, Rights of Investors, Luxembourg Law on Securities, Misleading Statements in Securities Documentation
Contract Law Conflict of Laws Financial Markets Law Bearer Notes Intermediated Securities Privity of Contract Applicable Law Rights of Investors +2 more

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Parties

Secure Capital SA

Claimant/respondent

Credit Suisse AG

Defendant/applicant

Procedural Posture

Commercial Court Summary Judgment/strike Out Application / Application for Summary Judgment And/or Strike Out

Legal Issues

  1. 1 Whether Secure Capital, as a non-bearer investor, can claim damages against Credit Suisse for breach of a contractual term in the Notes under English law
  2. 2 Whether Luxembourg law (2001 Law on the circulation of securities) confers a right on Secure Capital to sue Credit Suisse directly for breach of contract
  3. 3 Whether the applicable law for the right to sue under the Notes is English law or Luxembourg law

Ratio Decidendi

The claim is contractual in nature and governed by English law, which only allows the bearer of the Notes to sue the issuer. Secure Capital, not being the bearer, has no contractual right to claim against Credit Suisse. Luxembourg law cannot confer such a right in respect of an English law contract. Therefore, Secure Capital's claim has no real prospect of success.

Court Disposition

Claim dismissed; summary judgment granted for Credit Suisse

Orders

  • Secure Capital's claim is dismissed
  • Summary judgment is granted in favour of Credit Suisse