McKillen v Maybourne Finance Ltd & Anor

McKillen v Maybourne Finance Ltd & Anor

Clause 40.3(b) of the Facilities Agreement disapplies the restrictions in clause 24.3(a) for transfers by NAMA, and section 139 of the National Asset Management Agency Act 2009 overrides contractual impediments to disposal of acquired bank assets. Therefore, the transfer to Maybourne was valid and not subject to the restrictions argued by Mr McKillen.

Parties
Claimant/respondent: Patrick McKillen; Defendant/appellant: Maybourne Finance Limited; Defendant/appellant: National Asset Loan Management Limited
Jurisdiction
England and Wales
Judgment Date
27 June 2012
Procedural Posture
Civil Appeal / Appeal From High Court, Preliminary Issue
Outcome
Appeal allowed
Legal Topics
Interpretation of Contract Clauses, Statutory Override of Contractual Restrictions, Transfer of Loan Facilities, Companies Act 2006 Section 994, National Asset Management Agency Act 2009
Contract Law Company Law Banking Law Interpretation of Contract Clauses Statutory Override of Contractual Restrictions Transfer of Loan Facilities Companies Act 2006 Section 994 National Asset Management Agency Act 2009

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Parties

Patrick McKillen

Claimant/respondent

Maybourne Finance Limited

Defendant/appellant

National Asset Loan Management Limited

Defendant/appellant

Procedural Posture

Civil Appeal / Appeal From High Court, Preliminary Issue

Legal Issues

  1. 1 Whether clause 40.3 of the Facilities Agreement applies to the transfer of loan facilities to Maybourne
  2. 2 Whether restrictions on transfer in clauses 24.2 and/or 24.3 of the Facilities Agreement apply to the transfer
  3. 3 Whether the National Asset Management Agency Act 2009 overrides contractual restrictions

Ratio Decidendi

Clause 40.3(b) of the Facilities Agreement disapplies the restrictions in clause 24.3(a) for transfers by NAMA, and section 139 of the National Asset Management Agency Act 2009 overrides contractual impediments to disposal of acquired bank assets. Therefore, the transfer to Maybourne was valid and not subject to the restrictions argued by Mr McKillen.

Court Disposition

Appeal allowed

Orders

  • Transfer to Maybourne Finance Limited declared valid
  • Restrictions in clauses 24.2 and 24.3 of Facilities Agreement held not to apply to transfer by NAMA