Galapagos Bidco SARL v Kebekus & ors

Galapagos Bidco SARL v Kebekus & ors

There was a sustainable claim against the anchor defendants (notably the HYN Trustee) because a real dispute existed with beneficial holders of the HYN, and declaratory relief would bind all relevant parties. Article 8(1) RBR applied, conferring jurisdiction over Dr. Kebekus and Signal. Article 25(1) RBR also applied to Signal after it became a Holder. The absence of opposition from anchor defendants did not preclude jurisdiction or declaratory relief. No exceptional circumstances justified a case management stay.

Parties
Claimant: Galapagos Bidco S.À. R. L.; First Defendant: Dr. Frank Kebekus; Second Defendant: GLAS Trust Corporation Limited (as Security Agent); Third Defendant: Global Loan Agency Services Limited (as Revolving Agent); Fourth Defendant: Global Loan Agency Services Limited (as Guarantee Agent); Fifth Defendant: GLAS Trustees Limited (as Senior Secured Note Trustee); Sixth Defendant: Deutsche Trustee Company Limited (as High Yield Note Trustee); Seventh Defendant: Signal Credit Opportunities (Lux) Invesco II S.À. R. L.; Eighth Defendant: Galapagos S. A.
Jurisdiction
England and Wales
Judgment Date
19 January 2021
Procedural Posture
Civil (commercial/financial) / Ruling on Jurisdiction and Stay Applications
Outcome
Jurisdiction upheld; stay refused
Legal Topics
Jurisdiction Under Brussels Regulation, Declaratory Relief, Intercreditor Agreements, Exclusive Jurisdiction Clauses, Case Management Stay, Trustee Representation, Cross Border Insolvency
Commercial Law Insolvency Law Conflict of Laws Banking and Finance Jurisdiction Under Brussels Regulation Declaratory Relief Intercreditor Agreements Exclusive Jurisdiction Clauses +3 more

Case Brief

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Parties

Galapagos Bidco S.À. R. L.

Claimant

Dr. Frank Kebekus

First Defendant

GLAS Trust Corporation Limited (as Security Agent)

Second Defendant

Global Loan Agency Services Limited (as Revolving Agent)

Third Defendant

Global Loan Agency Services Limited (as Guarantee Agent)

Fourth Defendant

GLAS Trustees Limited (as Senior Secured Note Trustee)

Fifth Defendant

Deutsche Trustee Company Limited (as High Yield Note Trustee)

Sixth Defendant

Signal Credit Opportunities (Lux) Invesco II S.À. R. L.

Seventh Defendant

Galapagos S. A.

Eighth Defendant

Procedural Posture

Civil (commercial/financial) / Ruling on Jurisdiction and Stay Applications

Legal Issues

  1. 1 Whether the English court has jurisdiction over Dr. Kebekus and Signal under Article 8(1) and/or Article 25(1) of the Recast Brussels Regulation (RBR)
  2. 2 Whether there is a sustainable claim against anchor defendants for Article 8(1) purposes
  3. 3 Whether declaratory relief should be granted where some defendants do not oppose the claim

Ratio Decidendi

There was a sustainable claim against the anchor defendants (notably the HYN Trustee) because a real dispute existed with beneficial holders of the HYN, and declaratory relief would bind all relevant parties. Article 8(1) RBR applied, conferring jurisdiction over Dr. Kebekus and Signal. Article 25(1) RBR also applied to Signal after it became a Holder. The absence of opposition from anchor defendants did not preclude jurisdiction or declaratory relief. No exceptional circumstances justified a case management stay.

Court Disposition

Jurisdiction upheld; stay refused

Orders

  • The challenges to the jurisdiction of the English court by Dr. Kebekus and Signal are dismissed.
  • Signal's application for a stay of proceedings is dismissed.