Cheyne Capital (Management) UK (LLP) v Deutsche Trustee Company Ltd [2016] EWCA Civ 743 (17 May 2016)

Cheyne Capital (Management) UK (LLP) v Deutsche Trustee Company Ltd [2016] EWCA Civ 743 (17 May 2016)

Clause 26.4(b) requires actual confirmation from the Rating Agencies that the appointment of a successor will not result in an Adverse Rating Event; failure to provide confirmation cannot be ignored due to agency policy, and the exception for Noteholder approval operates as intended.

Citation
[2016] EWCA Civ 743
Parties
Appellant/first Defendant: Cheyne Capital (Management) UK (LLP); Respondent/claimant: Deutsche Trustee Company Limited; Respondent/second Defendant: Deco 15-Pan Europe 6 Limited
Jurisdiction
England and Wales
Judgment Date
17 May 2016
Procedural Posture
Appeal From High Court (chancery Division) / Court of Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Interpretation of Contract Clauses, Commercial Mortgage Backed Securitisation, Rating Agency Confirmation Requirements
Commercial Law Contract Law Interpretation of Contract Clauses Commercial Mortgage Backed Securitisation Rating Agency Confirmation Requirements

Case Brief

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Parties

Cheyne Capital (Management) UK (LLP)

Appellant/first Defendant

Deutsche Trustee Company Limited

Respondent/claimant

Deco 15-Pan Europe 6 Limited

Respondent/second Defendant

Procedural Posture

Appeal From High Court (chancery Division) / Court of Appeal Judgment

Legal Issues

  1. 1 Interpretation of clause 26.4(b) of Issuer Servicing Agreement
  2. 2 Effect of Rating Agencies' refusal to provide confirmation
  3. 3 Commercial common sense and contract interpretation

Ratio Decidendi

Clause 26.4(b) requires actual confirmation from the Rating Agencies that the appointment of a successor will not result in an Adverse Rating Event; failure to provide confirmation cannot be ignored due to agency policy, and the exception for Noteholder approval operates as intended.

Court Disposition

Appeal dismissed

Orders

  • The appeal is dismissed; the judgment and order of Arnold J are upheld.