Kiko UK Ltd v Jamino Limited (in liquidation) & Anor [2025] EWHC 1510 (Comm) (20 June 2025)

Kiko UK Ltd v Jamino Limited (in liquidation) & Anor [2025] EWHC 1510 (Comm) (20 June 2025)

Pianoforte is liable to indemnify Kiko for payments made under the AGA arising from Jamino's failure to perform the Lease, but not for costs arising from Kiko's obligation to enter into the New Lease, as such obligation did not arise from a failure by Jamino to perform the Lease. The Settlement Agreement is...

Source-derived case information.

Citation
[2025] EWHC 1510 (Comm)
Parties
Claimant: KIKO UK LIMITED; First Defendant: JAMINO LIMITED (in liquidation); Second Defendant: PIANOFORTE HOLDINGS S.p. A.
Jurisdiction
England and Wales
Judgment Date
20 June 2025
Procedural Posture
Commercial Claim (indemnity/guarantee Enforcement) / Post Summary Judgment, Final Trial and Judgment
Outcome
Claim allowed in part; judgment for Kiko against Pianoforte for reimbursement and prospective litigation costs; other claims dismissed.
Legal Topics
Guarantee and Indemnity, Lease Assignment, Settlement Agreements, Consideration, Promissory Estoppel, Waiver, Damages, Mitigation of Loss, Legal Costs
Commercial Law Contract Law Landlord and Tenant Insolvency Guarantee and Indemnity Lease Assignment Settlement Agreements Consideration +5 more

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Parties

KIKO UK LIMITED

Claimant

JAMINO LIMITED (in liquidation)

First Defendant

PIANOFORTE HOLDINGS S.p. A.

Second Defendant

Procedural Posture

Commercial Claim (indemnity/guarantee Enforcement) / Post Summary Judgment, Final Trial and Judgment

Legal Issues

  1. 1 Is Pianoforte liable to indemnify Kiko for payments made under the AGA?
  2. 2 Is the Settlement Agreement enforceable for want of consideration?
  3. 3 Is Pianoforte entitled to the £170,492.18 discount?

Ratio Decidendi

Pianoforte is liable to indemnify Kiko for payments made under the AGA arising from Jamino's failure to perform the Lease, but not for costs arising from Kiko's obligation to enter into the New Lease, as such obligation did not arise from a failure by Jamino to perform the Lease. The Settlement Agreement is unenforceable for lack of consideration, so Pianoforte is not entitled to the discount. Promissory estoppel and waiver do not apply as there was no clear promise or detrimental reliance. Kiko is entitled to reimbursement of specified sums and prospective litigation costs, with interest and further costs to be determined.

Court Disposition

Claim allowed in part; judgment for Kiko against Pianoforte for reimbursement and prospective litigation costs; other claims dismissed.

Orders

  • Pianoforte to pay Kiko £419,394.53 by way of reimbursement of sums paid to Pontegadea.
  • Pianoforte to pay Kiko £23,000 for prospective litigation legal expenses.