Macquarie Internationale Investments Ltd v Glencore (UK) Ltd

Macquarie Internationale Investments Ltd v Glencore (UK) Ltd

Clause 6.8 of the SPA is a covenant not to sue that bars Glencore from bringing claims against directors, including claims for negligence and breach of fiduciary duty, and is reasonable under UCTA given the commercial context, bargaining positions, and clear drafting.

Parties
Claimant: Macquarie Internationale Investments Ltd; Defendant and Part 20 Claimant: Glencore (UK) Ltd; Part 20 Defendant: John Spellman; Part 20 Defendant: Gary Russell
Jurisdiction
England and Wales
Judgment Date
21 July 2008
Procedural Posture
Commercial Claim / Ruling on Application to Dismiss or Stay Part 20 Claims
Outcome
Application granted; Glencore is not entitled to bring the Additional Claims.
Legal Topics
Exclusion Clauses, Directors' Duties, Negligence, Fiduciary Duties, Share Sale Agreements, Unfair Contract Terms Act 1977
Contract Law Company Law Exclusion Clauses Directors' Duties Negligence Fiduciary Duties Share Sale Agreements Unfair Contract Terms Act 1977

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 10 Party arguments 2 Amounts and remedies 2
Sign in to unlock

Parties

Macquarie Internationale Investments Ltd

Claimant

Glencore (UK) Ltd

Defendant and Part 20 Claimant

John Spellman

Part 20 Defendant

Gary Russell

Part 20 Defendant

Procedural Posture

Commercial Claim / Ruling on Application to Dismiss or Stay Part 20 Claims

Legal Issues

  1. 1 Whether clause 6.8 of the SPA bars Glencore from bringing claims against directors for negligence and breach of fiduciary duty
  2. 2 Whether clause 6.8 covers claims arising from Glencore's agreement to be sole warrantor
  3. 3 Whether clause 6.8 is reasonable under the Unfair Contract Terms Act 1977

Ratio Decidendi

Clause 6.8 of the SPA is a covenant not to sue that bars Glencore from bringing claims against directors, including claims for negligence and breach of fiduciary duty, and is reasonable under UCTA given the commercial context, bargaining positions, and clear drafting.

Court Disposition

Application granted; Glencore is not entitled to bring the Additional Claims.

Orders

  • Part 20 claims against Mr Spellman and Mr Russell are dismissed or stayed.
  • Parties to agree consequential orders.