Nationwide Building Society v The Bank of New York Mellon, London Branch & Anor

Nationwide Building Society v The Bank of New York Mellon, London Branch & Anor

A&O's claim that BNY owed a contractual and/or tortious duty to confirm listing of the notes, based on the S&CAs, has real prospects of success and should proceed to trial. The S&CAs may evidence an intention to create legal relations, and the context does not preclude the existence of such duties. The Indenture and Supplemental Indentures do not, as a matter of law, exclude the possibility of contractual or tortious duties arising from the S&CAs. Summary judgment is therefore refused on A&O's contribution claim.

Parties
Claimant: Nationwide Building Society; First Defendant: The Bank of New York Mellon, London Branch; Second Defendant: Allen Overy Shearman Sterling LLP (formerly Allen & Overy LLP)
Jurisdiction
England and Wales
Judgment Date
06 October 2025
Procedural Posture
Commercial Contribution Claim (part 20) / Summary Judgment Application
Outcome
Summary judgment refused on A&O's Part 20 contribution claim; permission to amend granted; costs of amendment application ordered against Nationwide.
Legal Topics
Intention to Create Legal Relations, Assumption of Responsibility, Summary Judgment, Contribution Claims, Withholding Tax Liability, Interpretation of Transaction Documents
Contract Law Tort Law Banking and Finance Intention to Create Legal Relations Assumption of Responsibility Summary Judgment Contribution Claims Withholding Tax Liability +1 more

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Parties

Nationwide Building Society

Claimant

The Bank of New York Mellon, London Branch

First Defendant

Allen Overy Shearman Sterling LLP (formerly Allen & Overy LLP)

Second Defendant

Procedural Posture

Commercial Contribution Claim (part 20) / Summary Judgment Application

Legal Issues

  1. 1 Whether the Signing & Closing Agendas (S&CAs) created binding contractual obligations between Nationwide and BNY to confirm listing of notes
  2. 2 Whether BNY owed a tortious duty of care to Nationwide to confirm listing of notes (assumption of responsibility)
  3. 3 Whether the contractual/tortious duties were excluded by the Indenture or Supplemental Indenture

Ratio Decidendi

A&O's claim that BNY owed a contractual and/or tortious duty to confirm listing of the notes, based on the S&CAs, has real prospects of success and should proceed to trial. The S&CAs may evidence an intention to create legal relations, and the context does not preclude the existence of such duties. The Indenture and Supplemental Indentures do not, as a matter of law, exclude the possibility of contractual or tortious duties arising from the S&CAs. Summary judgment is therefore refused on A&O's contribution claim.

Court Disposition

Summary judgment refused on A&O's Part 20 contribution claim; permission to amend granted; costs of amendment application ordered against Nationwide.

Orders

  • A&O's Part 20 contribution claim against BNY to proceed to trial.
  • Nationwide granted permission to amend its Reply/Defence to Counterclaim, with costs of the amendment application to be paid by Nationwide.