AXA SA v Genworth Financial International Holdings, Inc & Ors

AXA SA v Genworth Financial International Holdings, Inc & Ors

Clause 10.8 of the SPA is a bespoke covenant to pay, not an indemnity; Genworth's liability is not limited to losses where AXA asserted all reasonable defences; no subrogation rights arise as Clause 10.8 is not an indemnity and FICL/FACL are not parties to the SPA; consumer complaints under the regulatory regime are not 'Third Party Claims' requiring consent; consent was waived or unreasonably withheld; allocation of recoveries is to be aggregated, not claim-by-claim.

Parties
Claimant: AXA S.A.; First Defendant: Genworth Financial International Holdings, Inc.; Second Defendant: Genworth Financial, Inc.; First Named Third Party: AXA France IARD; Second Named Third Party: AXA France VIE; Third Named Third Party: Santander Cards UK Limited; Fourth Named Third Party: Santander Insurance Services UK Limited
Jurisdiction
England and Wales
Judgment Date
06 December 2019
Procedural Posture
Commercial Civil Claim / Liability Determination (first Hearing)
Outcome
AXA succeeds on its construction of the SPA; Genworth fails on its Subrogation Declaration; findings made on all principal issues.
Legal Topics
Indemnity, Subrogation, Contractual Interpretation, Payment Protection Insurance (ppi) Mis Selling, Regulatory Compliance, Third Party Rights, Consent Provisions, Grossing Up, Allocation of Losses
Contract Law Insurance Law Corporate Law Indemnity Subrogation Contractual Interpretation Payment Protection Insurance (ppi) Mis Selling Regulatory Compliance +4 more

Case Brief

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Parties

AXA S.A.

Claimant

Genworth Financial International Holdings, Inc.

First Defendant

Genworth Financial, Inc.

Second Defendant

AXA France IARD

First Named Third Party

AXA France VIE

Second Named Third Party

Santander Cards UK Limited

Third Named Third Party

Santander Insurance Services UK Limited

Fourth Named Third Party

Procedural Posture

Commercial Civil Claim / Liability Determination (first Hearing)

Legal Issues

  1. 1 Proper construction of Clause 10.8 of SPA and whether Genworth's liability is limited to losses where AXA asserted all reasonable defences
  2. 2 Entitlement to subrogation under Clause 10.8
  3. 3 Consequences of subrogation (control of litigation, termination of Standstill Agreement, lending name to proceedings)

Ratio Decidendi

Clause 10.8 of the SPA is a bespoke covenant to pay, not an indemnity; Genworth's liability is not limited to losses where AXA asserted all reasonable defences; no subrogation rights arise as Clause 10.8 is not an indemnity and FICL/FACL are not parties to the SPA; consumer complaints under the regulatory regime are not 'Third Party Claims' requiring consent; consent was waived or unreasonably withheld; allocation of recoveries is to be aggregated, not claim-by-claim.

Court Disposition

AXA succeeds on its construction of the SPA; Genworth fails on its Subrogation Declaration; findings made on all principal issues.

Orders

  • Genworth is obliged to pay AXA 90% of Relevant Distributor Mis-selling Losses under Clause 10.8 without requirement to prove assertion of all reasonable defences.
  • No subrogation rights arise in favour of Genworth upon payment under Clause 10.8.