Natixis SA v Marex Financial & Ors

Natixis SA v Marex Financial & Ors

Marex breached its contractual obligations to Natixis by failing to deliver genuine warehouse receipts and good title to nickel, as required by the Purchase Contracts. The risk of forged receipts was contractually allocated to Marex, precluding any defence of common mistake. Marex’s arguments based on estoppel and contractual warranty against Access World failed, as no contract or proprietary right arose from the warehouse receipts or authentication emails, and estoppel cannot found a cause of action or override third-party rights. Access World owed Marex a duty of care in authenticating the PC4 and PC5 receipts and was negligent in failing to detect obvious forgeries, but its liability...

Parties
Claimant: Natixis S.A.; First Defendant/part 20 Claimant: Marex Financial; Second Defendant/part 20 Defendant: Access World Logistics (Singapore) Pte Ltd; Fourth Party/part 20 Defendant: MCAP (A Lloyd’s syndicate)
Jurisdiction
England and Wales
Judgment Date
02 October 2019
Procedural Posture
Commercial Court Claim (england and Wales) / Final Judgment After Trial
Outcome
Judgment for Natixis against Marex for breach of contract; judgment for Marex against Access World in tort for negligent misstatement (subject to limitation and contributory negligence); all other claims and defences dismissed.
Legal Topics
Breach of Contract, Common Mistake, Negligent Misstatement, Estoppel, Limitation of Liability, Mitigation of Loss, Warehouse Receipts Fraud, Restitution, Contributory Negligence, Insurance Coverage
Contract Law Tort Law Commercial Law Insurance Law Breach of Contract Common Mistake Negligent Misstatement Estoppel +6 more

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Parties

Natixis S.A.

Claimant

Marex Financial

First Defendant/part 20 Claimant

Access World Logistics (Singapore) Pte Ltd

Second Defendant/part 20 Defendant

MCAP (A Lloyd’s syndicate)

Fourth Party/part 20 Defendant

Procedural Posture

Commercial Court Claim (england and Wales) / Final Judgment After Trial

Legal Issues

  1. 1 Whether Marex breached its contractual obligations to Natixis under the Purchase Contracts by delivering forged warehouse receipts
  2. 2 Whether the doctrine of common mistake rendered the Purchase Contracts void
  3. 3 Whether Access World owed and breached a duty of care to Marex in authenticating warehouse receipts

Ratio Decidendi

Marex breached its contractual obligations to Natixis by failing to deliver genuine warehouse receipts and good title to nickel, as required by the Purchase Contracts. The risk of forged receipts was contractually allocated to Marex, precluding any defence of common mistake. Marex’s arguments based on estoppel and contractual warranty against Access World failed, as no contract or proprietary right arose from the warehouse receipts or authentication emails, and estoppel cannot found a cause of action or override third-party rights. Access World owed Marex a duty of care in authenticating the PC4 and PC5 receipts and was negligent in failing to detect obvious forgeries, but its liability...

Court Disposition

Judgment for Natixis against Marex for breach of contract; judgment for Marex against Access World in tort for negligent misstatement (subject to limitation and contributory negligence); all other claims and defences dismissed.

Orders

  • Marex to pay Natixis US$30,428,374.40 (purchase price), US$1,476,025.80 (hedging loss), US$209,694.25 (missed prompt date sums), plus statutory interest (to be determined)
  • Marex’s damages against Access World for negligent authentication of PC4 and PC5 receipts limited to €100,000 per receipt and reduced by 25% for contributory negligence