Molton Street Capital LLP v Shooters Hill Capital Partners LLP & Anor [2015] EWHC 3419 (Comm) (26 November 2015)

Molton Street Capital LLP v Shooters Hill Capital Partners LLP & Anor [2015] EWHC 3419 (Comm) (26 November 2015)

A binding contract was formed between Molton Street and Odeon at 17:58 on 16 June 2014 upon confirmation by Bloomberg message, subject to the effect of the Disclaimer. The Disclaimer did not prevent contract formation as the Principals' consent requirement was not a true condition precedent in the factual context. The contract was governed by New York law under Rome I Regulation Article 4.2, but the outcome would be the same under English law. Odeon's cancellation was a breach of contract. Molton Street's claim for loss of profit was not too remote and not tainted by illegality. No implied term excused Odeon from performance if upstream delivery failed. No breach of s.89 Financial...

Citation
[2015] EWHC 3419 (Comm)
Parties
Claimant: Molton Street Capital LLP; First Defendant: Shooters Hill Capital Partners LLP; Second Defendant: Odeon Capital Group LLC
Jurisdiction
England and Wales
Judgment Date
26 November 2015
Procedural Posture
Commercial Contract Dispute / High Court Trial, Judgment
Outcome
Claim allowed in part; judgment for the Claimant against the Second Defendant (Odeon Capital Group LLC) for damages to be assessed.
Legal Topics
Contract Formation, Choice of Law, Breach of Contract, Remoteness of Damages, Illegality (ex Turpi Causa), Implied Terms, Financial Services Act 2012, Securities Exchange Act 1934
Contract Law Conflict of Laws Financial Regulation Contract Formation Choice of Law Breach of Contract Remoteness of Damages Illegality (ex Turpi Causa) +3 more

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Parties

Molton Street Capital LLP

Claimant

Shooters Hill Capital Partners LLP

First Defendant

Odeon Capital Group LLC

Second Defendant

Procedural Posture

Commercial Contract Dispute / High Court Trial, Judgment

Legal Issues

  1. 1 Whether a binding contract was formed between Molton Street and Odeon
  2. 2 What law governs the contract (English or New York law)
  3. 3 Effect of Odeon's Disclaimer on contract formation

Ratio Decidendi

A binding contract was formed between Molton Street and Odeon at 17:58 on 16 June 2014 upon confirmation by Bloomberg message, subject to the effect of the Disclaimer. The Disclaimer did not prevent contract formation as the Principals' consent requirement was not a true condition precedent in the factual context. The contract was governed by New York law under Rome I Regulation Article 4.2, but the outcome would be the same under English law. Odeon's cancellation was a breach of contract. Molton Street's claim for loss of profit was not too remote and not tainted by illegality. No implied term excused Odeon from performance if upstream delivery failed. No breach of s.89 Financial...

Court Disposition

Claim allowed in part; judgment for the Claimant against the Second Defendant (Odeon Capital Group LLC) for damages to be assessed.

Orders

  • Damages to be assessed at a subsequent hearing on the alternative basis if relevant and recoverable.
  • Claim against First Defendant (Shooters Hill) compromised and dismissed.