Roundshield Partners LLP v Ciudad Real International Airport SL & Ors [2019] EWHC 2733 (QB) (17 October 2019)

Roundshield Partners LLP v Ciudad Real International Airport SL & Ors [2019] EWHC 2733 (QB) (17 October 2019)

The claimant is only entitled to recover Fund Expenses that were both reasonable and approved in advance by the Sponsor, as required by the Term Sheet. Most of the claimed expenses were not sufficiently approved in advance and thus are not recoverable. The amounts claimed for some items were also found to be unreasonable. There is no basis for personal liability of Mr Arribas in tort. Roundshield's entitlement to sue was not defeated by the invoicing arrangements.

Citation
[2019] EWHC 2733
Parties
Claimant: Roundshield Partners LLP; First Defendant: Ciudad Real International Airport SL; Second Defendant: Remotor Reparaciones y Motores SL; Third Defendant: Punta Ibiza SL; Fourth Defendant: Rafael Gomez Arribas
Jurisdiction
England and Wales
Judgment Date
17 October 2019
Procedural Posture
Commercial Contract Claim / Trial Judgment
Outcome
Claim allowed in part; most claims dismissed
Legal Topics
Enforceability of Term Sheet, Recovery of Expenses, Requirement for Prior Approval of Expenses, Reasonableness of Costs, Personal Liability for Inducing Breach of Contract
Contract Law Commercial Law Enforceability of Term Sheet Recovery of Expenses Requirement for Prior Approval of Expenses Reasonableness of Costs Personal Liability for Inducing Breach of Contract

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Parties

Roundshield Partners LLP

Claimant

Ciudad Real International Airport SL

First Defendant

Remotor Reparaciones y Motores SL

Second Defendant

Punta Ibiza SL

Third Defendant

Rafael Gomez Arribas

Fourth Defendant

Procedural Posture

Commercial Contract Claim / Trial Judgment

Legal Issues

  1. 1 Whether the defendants are liable to reimburse the claimant for Fund Expenses under the binding clause of the Term Sheet
  2. 2 Whether prior approval by the Sponsor was required for Fund Expenses
  3. 3 Whether the amounts claimed were reasonable

Ratio Decidendi

The claimant is only entitled to recover Fund Expenses that were both reasonable and approved in advance by the Sponsor, as required by the Term Sheet. Most of the claimed expenses were not sufficiently approved in advance and thus are not recoverable. The amounts claimed for some items were also found to be unreasonable. There is no basis for personal liability of Mr Arribas in tort. Roundshield's entitlement to sue was not defeated by the invoicing arrangements.

Court Disposition

Claim allowed in part; most claims dismissed

Orders

  • Defendants to pay the claimant only those Fund Expenses that were both reasonable and approved in advance, as specified in the judgment
  • All other claims, including those against Mr Arribas personally, are dismissed