Molton Street Capital LLP v Shooters Hill Capital Partners LLP & Anor

Molton Street Capital LLP v Shooters Hill Capital Partners LLP & Anor

No binding contract was formed between Molton Street and Odeon because the Disclaimer imposed a condition precedent of Principal consent, which was not given. The Disclaimer was clear and unambiguous under New York law, which governed the contract. Even if a contract had been formed, the claim would fail due to remoteness of damages, lack of implied terms, and the ex turpi causa doctrine barring recovery for Molton Street's fraudulent conduct.

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 / Judgment After Trial
Outcome
Claim dismissed; judgment for Odeon.
Legal Topics
Contract Formation, Choice of Law, Condition Precedent, Illegality, Remoteness of Damages, Implied Terms, Ex Turpi Causa, Indemnity, Securities Regulation
Contract Law Conflict of Laws Financial Regulation Contract Formation Choice of Law Condition Precedent Illegality Remoteness of Damages +4 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 / Judgment After Trial

Legal Issues

  1. 1 Was a binding contract formed between Molton Street and Odeon?
  2. 2 What was the proper law governing the contract?
  3. 3 Did the Disclaimer prevent contract formation?

Ratio Decidendi

No binding contract was formed between Molton Street and Odeon because the Disclaimer imposed a condition precedent of Principal consent, which was not given. The Disclaimer was clear and unambiguous under New York law, which governed the contract. Even if a contract had been formed, the claim would fail due to remoteness of damages, lack of implied terms, and the ex turpi causa doctrine barring recovery for Molton Street's fraudulent conduct.

Court Disposition

Claim dismissed; judgment for Odeon.