Cantor Fitzgerald & Co v Yes Bank Ltd [2024] EWCA Civ 695 (24 June 2024)

Cantor Fitzgerald & Co v Yes Bank Ltd [2024] EWCA Civ 695 (24 June 2024)

The Engagement Letter, properly construed, limited Cantor Fitzgerald & Co's entitlement to fees to private forms of equity financing. The word 'private' in 'private placement, offering or other sale of equity instruments' qualifies the entire phrase, excluding public offers such as the FPO. The FPO completed in July 2020 did not fall within the definition of 'Financing' under the Engagement Letter, and Cantor was not entitled to a fee for funds raised from the listed investors in the FPO.

Citation
[2024] EWCA Civ 695
Parties
Appellant/claimant: Cantor Fitzgerald & Co; Respondent/defendant: YES Bank Limited
Jurisdiction
England and Wales
Judgment Date
24 June 2024
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeal From High Court
Outcome
Appeal dismissed
Legal Topics
Contract Interpretation, Engagement Letters, Financial Advisory Agreements, Equity Financing, Private Placement Vs Public Offer
Contract Law Commercial Law Banking Law Contract Interpretation Engagement Letters Financial Advisory Agreements Equity Financing Private Placement Vs Public Offer

Case Brief

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Parties

Cantor Fitzgerald & Co

Appellant/claimant

YES Bank Limited

Respondent/defendant

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeal From High Court

Legal Issues

  1. 1 Whether the Engagement Letter entitled Cantor Fitzgerald & Co to a fee for funds raised in a public offer (FPO) by YES Bank Limited
  2. 2 Proper construction of the term 'Financing' in the Engagement Letter—does 'private' qualify only 'placement' or also 'offering or other sale'
  3. 3 Whether the FPO in July 2020 fell within the scope of the Engagement Letter

Ratio Decidendi

The Engagement Letter, properly construed, limited Cantor Fitzgerald & Co's entitlement to fees to private forms of equity financing. The word 'private' in 'private placement, offering or other sale of equity instruments' qualifies the entire phrase, excluding public offers such as the FPO. The FPO completed in July 2020 did not fall within the definition of 'Financing' under the Engagement Letter, and Cantor was not entitled to a fee for funds raised from the listed investors in the FPO.

Court Disposition

Appeal dismissed

Orders

  • The appeal is dismissed.