Kiko UK Ltd v Jamino Ltd & Anor [2026] EWCA Civ 513 (30 April 2026)

Kiko UK Ltd v Jamino Ltd & Anor [2026] EWCA Civ 513 (30 April 2026)

The disclaimer of the lease by Jamino's liquidator constituted a 'failure' within the meaning of the indemnity clause in the Parent Company Guarantee, and Kiko's obligations under the new lease arose from that failure. The guarantee did not contain sufficiently clear words to exclude Pianoforte's liability upon disclaimer, and the indemnity extended to the costs and liabilities incurred by Kiko as a result of being required to enter into the new lease.

Citation
[2026] EWCA Civ 513
Parties
Claimant/appellant: KIKO UK LIMITED; First Defendant: JAMINO LIMITED (in liquidation); Second Defendant/respondent: PIANOFORTE HOLDINGS S.p. A.
Jurisdiction
England and Wales
Judgment Date
30 April 2026
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeal From First Instance Decision
Outcome
Appeal allowed
Legal Topics
Guarantee and Indemnity, Lease Assignment, Disclaimer of Lease, Interpretation of Contracts, Insolvency Act 1986, Authorised Guarantee Agreement
Commercial Law Insolvency Law Contract Law Guarantee and Indemnity Lease Assignment Disclaimer of Lease Interpretation of Contracts Insolvency Act 1986 +1 more

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Parties

KIKO UK LIMITED

Claimant/appellant

JAMINO LIMITED (in liquidation)

First Defendant

PIANOFORTE HOLDINGS S.p. A.

Second Defendant/respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeal From First Instance Decision

Legal Issues

  1. 1 Whether disclaimer of lease by assignee's liquidator constitutes a 'failure' under the deed of guarantee and indemnity triggering the guarantor's liability
  2. 2 Whether costs and liabilities arising from entering into a new lease are indemnifiable under the guarantee
  3. 3 Proper construction of 'arising from' and 'failure' in the indemnity clause

Ratio Decidendi

The disclaimer of the lease by Jamino's liquidator constituted a 'failure' within the meaning of the indemnity clause in the Parent Company Guarantee, and Kiko's obligations under the new lease arose from that failure. The guarantee did not contain sufficiently clear words to exclude Pianoforte's liability upon disclaimer, and the indemnity extended to the costs and liabilities incurred by Kiko as a result of being required to enter into the new lease.

Court Disposition

Appeal allowed

Orders

  • Appeal allowed; parties to agree terms of order including judgment sums and interest; if not agreed, written submissions to be provided.