Rawlinson & Hunter Trustees SA v ITG Ltd [2014] EWHC 3764 (Ch) (21 October 2014)

Rawlinson & Hunter Trustees SA v ITG Ltd [2014] EWHC 3764 (Ch) (21 October 2014)

The Deed of Novation did not amend or displace the exclusive English jurisdiction clause in the Loan Agreement; the subject matter of the Deed is the substitution of the trustee, not the underlying loan obligations. Therefore, the English courts retain jurisdiction. Although there was material non-disclosure, it was not deliberate and did not affect the outcome, so permission to serve out is not set aside.

Citation
[2014] EWHC 3764 (Ch)
Parties
Claimant/respondent: Rawlinson & Hunter Trustees SA; Defendant/appellant: ITG Limited
Jurisdiction
England and Wales
Judgment Date
21 October 2014
Procedural Posture
Appeal / Judgment on Appeal From Order of Chief Master Marsh
Outcome
Appeal allowed
Legal Topics
Jurisdiction Clauses, Novation, Service Out of Jurisdiction, Material Non Disclosure, Trustee Substitution
Private International Law Trusts and Equity Contract Law Jurisdiction Clauses Novation Service Out of Jurisdiction Material Non Disclosure Trustee Substitution

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Parties

Rawlinson & Hunter Trustees SA

Claimant/respondent

ITG Limited

Defendant/appellant

Procedural Posture

Appeal / Judgment on Appeal From Order of Chief Master Marsh

Legal Issues

  1. 1 Whether the Deed of Novation displaced the exclusive English jurisdiction clause in the Loan Agreement with a Guernsey jurisdiction clause
  2. 2 Whether there was material non-disclosure justifying setting aside permission to serve out of the jurisdiction

Ratio Decidendi

The Deed of Novation did not amend or displace the exclusive English jurisdiction clause in the Loan Agreement; the subject matter of the Deed is the substitution of the trustee, not the underlying loan obligations. Therefore, the English courts retain jurisdiction. Although there was material non-disclosure, it was not deliberate and did not affect the outcome, so permission to serve out is not set aside.

Court Disposition

Appeal allowed

Orders

  • Permission to serve out of the jurisdiction under the Loan Agreement is restored
  • Order for costs below remains undisturbed