Goldman Sachs International v Novo Banco SA

Goldman Sachs International v Novo Banco SA

The English court has jurisdiction under Article 25 of the Judgments Regulation because the claim is a civil and commercial matter based on a contract with an exclusive English jurisdiction clause. The August decision of the Bank of Portugal effected a statutory transfer of the liability to Novo Banco, making it a party to the Facility Agreement and jurisdiction clause. The December decision was not a 'transfer' or exercise of a resolution power under the EBRRD and has no effect under English law. There are no grounds for declining jurisdiction or granting a stay.

Parties
Claimant/respondent (2015 215): Goldman Sachs International; Defendant/applicant: Novo Banco S.A.; Claimant/respondent (2015 213): Guardians of New Zealand Superannuation as Manager and Administrator of the New Zealand Superannuation Fund; Claimant/respondent (2015 213): Andorra Gestió Agricol Reig, S.A.U.S.G.O.I.C.; Claimant/respondent (2015 213): APWIA Fund SPC Ltd; Claimant/respondent (2015 213): Olifant Fund, Ltd.; Claimant/respondent (2015 213): FYI Ltd.; Claimant/respondent (2015 213): FFI Fund Ltd.; Claimant/respondent (2015 213): Elliott International, L.P.; Claimant/respondent (2015 213): The Liverpool Limited Partnership; Claimant/respondent (2015 213): Karrick Limited; Claimant/respondent (2015 213): GL Europe Luxembourg S.A.R.L.; Claimant/respondent (2015 213): Silver Point Luxembourg Platform S.à r.l.; Claimant/respondent (2015 213): TDC Pensionskasse
Jurisdiction
England and Wales
Judgment Date
07 August 2015
Procedural Posture
Commercial Court Application (jurisdictional Challenge and Stay) / Ruling on Application to Set Aside Proceedings or Stay for Lack of Jurisdiction
Outcome
Application dismissed
Legal Topics
Jurisdiction Under Brussels Regulation, Recognition of Foreign Insolvency Measures, Bank Resolution and Reorganisation, Exclusive Jurisdiction Clauses, Non Justiciability/act of State Doctrine, Case Management Stay
Banking and Finance Law Conflict of Laws European Union Law Civil Procedure Jurisdiction Under Brussels Regulation Recognition of Foreign Insolvency Measures Bank Resolution and Reorganisation Exclusive Jurisdiction Clauses +2 more

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Parties

Goldman Sachs International

Claimant/respondent (2015 215)

Novo Banco S.A.

Defendant/applicant

Guardians of New Zealand Superannuation as Manager and Administrator of the New Zealand Superannuation Fund

Claimant/respondent (2015 213)

Andorra Gestió Agricol Reig, S.A.U.S.G.O.I.C.

Claimant/respondent (2015 213)

APWIA Fund SPC Ltd

Claimant/respondent (2015 213)

Olifant Fund, Ltd.

Claimant/respondent (2015 213)

FYI Ltd.

Claimant/respondent (2015 213)

FFI Fund Ltd.

Claimant/respondent (2015 213)

Elliott International, L.P.

Claimant/respondent (2015 213)

The Liverpool Limited Partnership

Claimant/respondent (2015 213)

Karrick Limited

Claimant/respondent (2015 213)

GL Europe Luxembourg S.A.R.L.

Claimant/respondent (2015 213)

Silver Point Luxembourg Platform S.à r.l.

Claimant/respondent (2015 213)

TDC Pensionskasse

Claimant/respondent (2015 213)

Procedural Posture

Commercial Court Application (jurisdictional Challenge and Stay) / Ruling on Application to Set Aside Proceedings or Stay for Lack of Jurisdiction

Legal Issues

  1. 1 Does the English court have jurisdiction under the Judgments Regulation (EU 1215/2012) over claims for repayment under the Facility Agreement?
  2. 2 Is the claim a 'civil and commercial matter' or excluded as an 'administrative matter'?
  3. 3 Did Novo Banco become a party to the Facility Agreement and the exclusive English jurisdiction clause by statutory transfer?

Ratio Decidendi

The English court has jurisdiction under Article 25 of the Judgments Regulation because the claim is a civil and commercial matter based on a contract with an exclusive English jurisdiction clause. The August decision of the Bank of Portugal effected a statutory transfer of the liability to Novo Banco, making it a party to the Facility Agreement and jurisdiction clause. The December decision was not a 'transfer' or exercise of a resolution power under the EBRRD and has no effect under English law. There are no grounds for declining jurisdiction or granting a stay.

Court Disposition

Application dismissed

Orders

  • Novo Banco's application to set aside or stay the proceedings is dismissed.
  • No stay of proceedings is granted.