Edgeworth Capital (Luxembourg) SARL & Anor v Ramblas Investments BV [2016] EWCA Civ 412 (28 April 2016)

Edgeworth Capital (Luxembourg) SARL & Anor v Ramblas Investments BV [2016] EWCA Civ 412 (28 April 2016)

A Payment Event occurred when repayment of the Junior Loan fell due, triggering the fee under the UFA. The fee was not a penalty but remuneration for finance provided. The fee should be calculated based on actual cash flows, resulting in a reduced amount.

Citation
[2016] EWCA Civ 412
Parties
Claimant/respondent: Edgeworth Capital (Luxembourg) S.Á. R. L; Claimant/respondent: Aabar Block S.Á. R. L; Defendant/appellant: Ramblas Investments B. V.
Jurisdiction
England and Wales
Judgment Date
28 April 2016
Procedural Posture
Civil Appeal / Appeal From High Court (commercial Court) to Court of Appeal
Outcome
Appeal allowed in part; judgment sum varied
Legal Topics
Construction of Contract Terms, Penalty Clauses, Calculation of Contractual Fees
Contract Law Commercial Law Construction of Contract Terms Penalty Clauses Calculation of Contractual Fees

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Parties

Edgeworth Capital (Luxembourg) S.Á. R. L

Claimant/respondent

Aabar Block S.Á. R. L

Claimant/respondent

Ramblas Investments B. V.

Defendant/appellant

Procedural Posture

Civil Appeal / Appeal From High Court (commercial Court) to Court of Appeal

Legal Issues

  1. 1 Whether a 'Payment Event' occurred under the Upside Fee Agreement (UFA)
  2. 2 Whether the fee provision in the UFA is an unenforceable penalty
  3. 3 How the fee under the UFA should be calculated

Ratio Decidendi

A Payment Event occurred when repayment of the Junior Loan fell due, triggering the fee under the UFA. The fee was not a penalty but remuneration for finance provided. The fee should be calculated based on actual cash flows, resulting in a reduced amount.

Court Disposition

Appeal allowed in part; judgment sum varied

Orders

  • The sum payable by the appellant is varied to €91,513,066.92 in place of €105,201,095.89.