Fons Hf v Corporal Ltd & Anor

The SLAs are debentures within the ordinary meaning of the term as used in the Charge, being written instruments that create or acknowledge a debt. There is nothing in the Charge or the relevant background to require a narrower meaning. Therefore, the rights of Fons under the SLAs are included within the Charge.

Parties: Appellant (second Defendant): Fons HF (in Liquidation); First Respondent (claimant): Corporal Limited; Second Respondent (first Defendant): Pillar Securitisation S.à.r.l
Jurisdiction: England and Wales
Judgment Date: 20 March 2014
Procedural Posture: Civil Appeal / Court of Appeal Judgment on Appeal From High Court
Outcome: Appeal allowed
Legal Topics: Interpretation of Security Instruments, Definition of Debenture, Loan Agreements as Securities

Commercial Law Contract Law Interpretation of Security Instruments Definition of Debenture Loan Agreements as Securities

Case Brief

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Parties

Fons HF (in Liquidation)

Appellant (second Defendant)

Corporal Limited

First Respondent (claimant)

Pillar Securitisation S.à.r.l

Second Respondent (first Defendant)

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeal From High Court

Legal Issues

1 Whether the rights under two shareholder loan agreements (SLAs) are included within the definition of 'Shares' in a legal charge, specifically as 'debentures' or 'other securities'.
2 Proper construction of the term 'debenture' in the context of the charge.

Ratio Decidendi

Court Disposition

Appeal allowed

Orders

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