CIMC Raffles Offshore (Singapore) Ltd & Anor v Schahin Holding SA [2013] EWCA Civ 644 (07 June 2013)

CIMC Raffles Offshore (Singapore) Ltd & Anor v Schahin Holding SA [2013] EWCA Civ 644 (07 June 2013)

The guarantee's anti-discharge and primary obligor provisions did not clearly exclude the 'purview' doctrine. Whether the post-guarantee amendments were within the purview of the guarantee, and whether the guarantee extended to the increased liabilities, could not be determined without a trial of the factual matrix. Summary judgment was inappropriate on these issues.

Citation
[2013] EWCA Civ 644
Parties
Appellant/claimant: CIMC Raffles Offshore (Singapore) Limited; Appellant/claimant: Yantai CIMC Raffles Offshore Limited; Respondent/defendant: Schahin Holding SA
Jurisdiction
England and Wales
Judgment Date
07 June 2013
Procedural Posture
Civil Appeal / Appeal From Summary Judgment (part) and Leave to Defend (part) in the Commercial Court
Outcome
Guarantor's appeal allowed; builder's cross-appeal dismissed; matter to proceed to trial on the construction and scope of the guarantee.
Legal Topics
Guarantees, Variation of Contract, Summary Judgment, Discharge of Surety, Interpretation of Contracts
Commercial Law Contract Law Guarantees Variation of Contract Summary Judgment Discharge of Surety Interpretation of Contracts

Case Brief

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Parties

CIMC Raffles Offshore (Singapore) Limited

Appellant/claimant

Yantai CIMC Raffles Offshore Limited

Appellant/claimant

Schahin Holding SA

Respondent/defendant

Procedural Posture

Civil Appeal / Appeal From Summary Judgment (part) and Leave to Defend (part) in the Commercial Court

Legal Issues

  1. 1 Whether the guarantee was discharged by post-guarantee amendments to the underlying contracts without the guarantor's consent
  2. 2 Whether the guarantee extended to cover increased liabilities under post-guarantee amendments
  3. 3 Whether the anti-discharge provisions and primary obligor language excluded the 'purview' doctrine

Ratio Decidendi

The guarantee's anti-discharge and primary obligor provisions did not clearly exclude the 'purview' doctrine. Whether the post-guarantee amendments were within the purview of the guarantee, and whether the guarantee extended to the increased liabilities, could not be determined without a trial of the factual matrix. Summary judgment was inappropriate on these issues.

Court Disposition

Guarantor's appeal allowed; builder's cross-appeal dismissed; matter to proceed to trial on the construction and scope of the guarantee.

Orders

  • Summary judgment in favour of the builder set aside to the extent appealed.
  • Leave to defend granted to the guarantor on the issue of liability for increased sums under post-guarantee amendments.