Berghoff Trading Ltd & Ors v Swinbrook Developments Ltd & Ors [2009] EWCA Civ 413 (19 May 2009)

Berghoff Trading Ltd & Ors v Swinbrook Developments Ltd & Ors [2009] EWCA Civ 413 (19 May 2009)

The contractual structure, including joint and several obligations and the Participation Agreement, precluded any right of indemnity or contribution by Rosserlane against Caspian. Any possible right under the Resolution was either assigned to the buyers or extinguished upon sale. Rosserlane's counterclaim had no real prospect of success.

Citation
[2009] EWCA Civ 413
Parties
Respondent/claimant: Berghoff Trading Limited; Respondent/claimant: GEA Holdings Limited; Respondent/claimant: Caspian Energy Group LP; Appellant/defendant: Swinbrook Developments Limited; Appellant/defendant: Rosserlane Consultants Limited; Appellant/defendant: Dr Zaur Leshkasheli
Jurisdiction
England and Wales
Judgment Date
19 May 2009
Procedural Posture
Civil Appeal / Appeal From Summary Judgment (queen's Bench Division, Commercial Court)
Outcome
Appeal dismissed
Legal Topics
Indemnity and Contribution, Guarantor's Rights, Assignment of Rights, Partnership Dissolution, Loan Agreements, Summary Judgment
Commercial Law Contract Law Partnership Law Indemnity and Contribution Guarantor's Rights Assignment of Rights Partnership Dissolution Loan Agreements +1 more

Case Brief

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Parties

Berghoff Trading Limited

Respondent/claimant

GEA Holdings Limited

Respondent/claimant

Caspian Energy Group LP

Respondent/claimant

Swinbrook Developments Limited

Appellant/defendant

Rosserlane Consultants Limited

Appellant/defendant

Dr Zaur Leshkasheli

Appellant/defendant

Procedural Posture

Civil Appeal / Appeal From Summary Judgment (queen's Bench Division, Commercial Court)

Legal Issues

  1. 1 Whether Rosserlane is entitled to indemnity or contribution from Caspian after sale of partnership interests
  2. 2 Whether the Resolution creates a binding obligation on Caspian to repay Rosserlane
  3. 3 Whether any such rights survived the sale and passed to the buyers

Ratio Decidendi

The contractual structure, including joint and several obligations and the Participation Agreement, precluded any right of indemnity or contribution by Rosserlane against Caspian. Any possible right under the Resolution was either assigned to the buyers or extinguished upon sale. Rosserlane's counterclaim had no real prospect of success.

Court Disposition

Appeal dismissed

Orders

  • Summary judgment against Rosserlane's counterclaim upheld
  • No real prospect of success for Rosserlane at trial