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 court held that the binding clause in the Term Sheet required Fund Expenses to be agreed in advance by the Sponsor (the defendants), acting reasonably. The claimant failed to prove that such advance agreement was obtained for the majority of the expenses claimed. The amounts claimed were not all reasonable or properly approved. Accordingly, most of the claim failed. There was no basis for personal liability of Mr Arribas in tort, and Roundshield's entitlement to sue was not established for invoices addressed to other entities.

Citation
[2019] EWHC 2733 (QB)
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 largely 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

Case Brief

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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 are reasonable and recoverable

Ratio Decidendi

The court held that the binding clause in the Term Sheet required Fund Expenses to be agreed in advance by the Sponsor (the defendants), acting reasonably. The claimant failed to prove that such advance agreement was obtained for the majority of the expenses claimed. The amounts claimed were not all reasonable or properly approved. Accordingly, most of the claim failed. There was no basis for personal liability of Mr Arribas in tort, and Roundshield's entitlement to sue was not established for invoices addressed to other entities.

Court Disposition

Claim largely dismissed

Orders

  • Claim for most Fund Expenses dismissed
  • No personal liability found against Mr Arribas