Hayfin Opal Luxco 3 SARL & Anor v Windermere VII Cmbs Plc & Ors

Hayfin Opal Luxco 3 SARL & Anor v Windermere VII Cmbs Plc & Ors

The definitions of 'Senior Rate' and 'Junior Rate' in the Intercreditor Agreement are clear and unambiguous and cannot be corrected by construction or implication to address the absence of a swap agreement. Default interest and servicing fees are subordinated in the payment waterfall and do not increase Expected Available Interest Collections for the Class X Note. Capitalisation of interest on the Adductor Mortgage Loan properly reduces the amount of Expected Available Interest Collections. Condition 5(i) does not apply to miscalculations or underpayments of the Class X Interest Amount, and no Event of Default arises from any such underpayment. There has been no underpayment of the Class...

Parties
Claimant: Hayfin Opal Luxco 3 S.A.R.L.; Claimant: Hayfin Topaz 3 S.C.A.; First Defendant: Windermere VII CMBS plc; Second Defendant: U.S. Bank Trustees Limited; Third Defendant: Elavon Financial Services Limited
Jurisdiction
England and Wales
Judgment Date
08 April 2016
Procedural Posture
Part 8 Claim (financial List, Chancery Division, High Court of Justice, England and Wales) / Expedited Trial of Preliminary Issues (final Judgment)
Outcome
All issues determined in favour of the Defendants. No underpayment of Class X Interest Amount. No further interest accrues. No Event of Default.
Legal Topics
Interpretation of Financial Instruments, Commercial Mortgage Backed Securitisation (cmbs), Priority of Payments, Implied Terms, Default Interest, Capitalisation of Interest, Penalty Clauses
Banking and Finance Law Contract Law Securities Law Interpretation of Financial Instruments Commercial Mortgage Backed Securitisation (cmbs) Priority of Payments Implied Terms Default Interest +2 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 23 Party arguments 2 Amounts and remedies 7
Sign in to unlock

Parties

Hayfin Opal Luxco 3 S.A.R.L.

Claimant

Hayfin Topaz 3 S.C.A.

Claimant

Windermere VII CMBS plc

First Defendant

U.S. Bank Trustees Limited

Second Defendant

Elavon Financial Services Limited

Third Defendant

Procedural Posture

Part 8 Claim (financial List, Chancery Division, High Court of Justice, England and Wales) / Expedited Trial of Preliminary Issues (final Judgment)

Legal Issues

  1. 1 Whether the definitions of 'Senior Rate' and 'Junior Rate' in the Intercreditor Agreement should be construed or implied to address the absence of a swap agreement and the calculation of Class X Note payments
  2. 2 Whether default interest and servicing fees should be included in Expected Available Interest Collections for the Class X Note
  3. 3 Whether capitalisation of interest on the Adductor Mortgage Loan reduces Expected Available Interest Collections

Ratio Decidendi

The definitions of 'Senior Rate' and 'Junior Rate' in the Intercreditor Agreement are clear and unambiguous and cannot be corrected by construction or implication to address the absence of a swap agreement. Default interest and servicing fees are subordinated in the payment waterfall and do not increase Expected Available Interest Collections for the Class X Note. Capitalisation of interest on the Adductor Mortgage Loan properly reduces the amount of Expected Available Interest Collections. Condition 5(i) does not apply to miscalculations or underpayments of the Class X Interest Amount, and no Event of Default arises from any such underpayment. There has been no underpayment of the Class...

Court Disposition

All issues determined in favour of the Defendants. No underpayment of Class X Interest Amount. No further interest accrues. No Event of Default.

Orders

  • Declarations to be agreed by counsel reflecting the judgment that there was no underpayment of the Class X Interest Amount for January 2015 or October 2015, no further interest accrues, and no Event of Default has occurred.