Avonwick Holdings Ltd v Webinvest Ltd & Anor

Avonwick Holdings Ltd v Webinvest Ltd & Anor

There was no collateral oral 'pay if paid' agreement; the written loan agreement and guarantee are enforceable according to their terms. The defences of collateral contract, estoppel, rectification, and mistake fail both on the facts and legal principles. The obligations under the loan agreement and guarantee are unconditional.

Parties
Claimant: Avonwick Holdings Limited; First Defendant: Webinvest Limited; Second Defendant: Mikhail Shlosberg
Jurisdiction
England and Wales
Judgment Date
06 November 2014
Procedural Posture
Civil / Judgment After Trial
Outcome
Judgment for the claimant
Legal Topics
Loan Agreements, Guarantees, Collateral Contracts, Estoppel, Rectification, Mistake
Contract Law Company Law Loan Agreements Guarantees Collateral Contracts Estoppel Rectification Mistake

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Parties

Avonwick Holdings Limited

Claimant

Webinvest Limited

First Defendant

Mikhail Shlosberg

Second Defendant

Procedural Posture

Civil / Judgment After Trial

Legal Issues

  1. 1 Whether there was a collateral oral 'pay if paid' agreement qualifying the written loan agreement and guarantee
  2. 2 Whether the written loan agreement and guarantee should be enforced according to their terms
  3. 3 Authority of parties to bind companies

Ratio Decidendi

There was no collateral oral 'pay if paid' agreement; the written loan agreement and guarantee are enforceable according to their terms. The defences of collateral contract, estoppel, rectification, and mistake fail both on the facts and legal principles. The obligations under the loan agreement and guarantee are unconditional.

Court Disposition

Judgment for the claimant

Orders

  • The loan agreement and guarantee are to be enforced according to their terms.
  • Webinvest and Mr Shlosberg are liable to repay Avonwick US$100 million plus accrued interest.