North Shore Ventures Ltd v Anstead Holdings Inc & Ors

North Shore Ventures Ltd v Anstead Holdings Inc & Ors

The Guarantee is enforceable against Fomichev and Peganov; non-disclosure does not apply as they knew or could reasonably be expected to know the relevant risks; clauses 5.4 and 5.5 of the Guarantee preclude avoidance for non-disclosure; the Loan Agreement is not to be rectified; default interest is not a penalty; no implied terms relieve liability for frozen funds; no effective variation or frustration occurred; the certificate of indebtedness is conclusive evidence of the amount owed.

Parties
Claimant: North Shore Ventures Limited; First Defendant: Anstead Holdings Inc.; Second Defendant: Ruslan Fomichev; Third Defendant: Vasily Peganov
Jurisdiction
England and Wales
Judgment Date
21 June 2010
Procedural Posture
Commercial / Final Judgment
Outcome
Claim for enforcement of Guarantee and Loan Agreement succeeds.
Legal Topics
Guarantee Enforcement, Non Disclosure, Implied Terms, Penalty Clauses, Frustration, Variation of Contract, Default Judgment
Contract Law Banking Law Guarantees Guarantee Enforcement Non Disclosure Implied Terms Penalty Clauses Frustration +2 more

Case Brief

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Parties

North Shore Ventures Limited

Claimant

Anstead Holdings Inc.

First Defendant

Ruslan Fomichev

Second Defendant

Vasily Peganov

Third Defendant

Procedural Posture

Commercial / Final Judgment

Legal Issues

  1. 1 Whether the Guarantee is enforceable against the Second and Third Defendants
  2. 2 Whether non-disclosure entitles the Defendants to avoid the Guarantee
  3. 3 Whether the Loan Agreement should be rectified

Ratio Decidendi

The Guarantee is enforceable against Fomichev and Peganov; non-disclosure does not apply as they knew or could reasonably be expected to know the relevant risks; clauses 5.4 and 5.5 of the Guarantee preclude avoidance for non-disclosure; the Loan Agreement is not to be rectified; default interest is not a penalty; no implied terms relieve liability for frozen funds; no effective variation or frustration occurred; the certificate of indebtedness is conclusive evidence of the amount owed.

Court Disposition

Claim for enforcement of Guarantee and Loan Agreement succeeds.

Orders

  • Guarantee is enforceable against Second and Third Defendants.
  • Certificate of indebtedness is conclusive as to amount owed.