Fons Hf v Corporal Ltd & Anor [2014] EWCA Civ 304 (20 March 2014)

The SLAs are debentures within the ordinary meaning of the term, as they are written instruments acknowledging debts owed by Corporal, and thus fall within the definition of 'Shares' in the Charge; there is no contextual reason to give 'debentures' a narrower meaning.

Citation: [2014] EWCA Civ 304
Parties: Claimant: Fons HF (in liquidation); First Defendant: Corporal Limited; Second Defendant/appellant: Pillar Securitisation S.à.r.l
Jurisdiction: England and Wales
Judgment Date: 20 March 2014
Procedural Posture: Appeal / Court of Appeal Judgment
Outcome: Appeal allowed
Legal Topics: Interpretation of Debentures, Charge Over Loan Agreements, Definition of Securities, Shareholder Loans

Commercial Law Company Law Secured Transactions Interpretation of Debentures Charge Over Loan Agreements Definition of Securities Shareholder Loans

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Full judgment text Downloadable case file Legal principles 3 Authorities cited 23 Party arguments 2 Amounts and remedies 4

Parties

Fons HF (in liquidation)

Claimant

Corporal Limited

First Defendant

Pillar Securitisation S.à.r.l

Second Defendant/appellant

Procedural Posture

Appeal / Court of Appeal Judgment

Legal Issues

1 Whether unsecured shareholder loan agreements fall within the definition of 'Shares' as 'debentures' or 'other securities' under the Charge
2 Proper construction of the Charge's definition of 'Shares'

Ratio Decidendi

Court Disposition

Appeal allowed

Orders

Declaration that the rights of Fons under the two SLAs are included within the Charge