Roundshield Partners LLP v Ciudad Real International Airport SL & Ors

Roundshield Partners LLP v Ciudad Real International Airport SL & Ors

Only expenses that were specifically notified and agreed in advance, and were reasonable, are recoverable under the term sheet. Oral evidence of approval was rejected as unreliable. Only Uria's legal fees up to €80,000 and Ogier's fees up to €6,000 were approved and reasonable. Claims for Sidley, Kroll, Savills, and Aura were not agreed and are not recoverable. Mr Arribas is not personally liable in tort as actions were within corporate capacity and no intent to induce breach was proven.

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 Claim / Final Judgment After Trial
Outcome
Judgment for Claimant in part
Legal Topics
Enforcement of Binding Term Sheet Clauses, Recovery of Fund Expenses, Inducement of Breach of Contract, Corporate Veil, Reasonableness of Expenses, Advance Approval of Expenses
Contract Law Tort Law Enforcement of Binding Term Sheet Clauses Recovery of Fund Expenses Inducement of Breach of Contract Corporate Veil Reasonableness of Expenses Advance Approval of Expenses

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 Claim / Final Judgment After Trial

Legal Issues

  1. 1 Whether fund expenses required advance approval under the term sheet
  2. 2 Whether expenses were sufficiently approved and reasonable
  3. 3 Personal liability in tort for inducing breach of contract

Ratio Decidendi

Only expenses that were specifically notified and agreed in advance, and were reasonable, are recoverable under the term sheet. Oral evidence of approval was rejected as unreliable. Only Uria's legal fees up to €80,000 and Ogier's fees up to €6,000 were approved and reasonable. Claims for Sidley, Kroll, Savills, and Aura were not agreed and are not recoverable. Mr Arribas is not personally liable in tort as actions were within corporate capacity and no intent to induce breach was proven.

Court Disposition

Judgment for Claimant in part

Orders

  • Defendants to pay €80,000 for Uria fees and €6,000 for Ogier fees, less €50,000 deposit already paid
  • Claims for Sidley, Kroll, Savills, Aura, and tort against Mr Arribas dismissed