Mint Bridging Ltd v Earthrise Developments Ltd & Ors [2021] EWHC 3800 (Comm) (16 November 2021)

Mint Bridging Ltd v Earthrise Developments Ltd & Ors [2021] EWHC 3800 (Comm) (16 November 2021)

The anti set-off clause in the second facility letter is reasonable and enforceable, precluding the Defendants' set-off defence. The second facility superseded the first, extinguishing rights and remedies under the first facility. The certified debt amount is conclusive in the absence of manifest error, which has not been shown. Mint is entitled to judgment for the certified sum.

Citation
[2021] EWHC 3800 (Comm)
Parties
Claimant: Mint Bridging Limited; First Defendant: Earthrise Developments Limited; Second Defendant: Mr Palmer; Third Defendant: Mr Cox; Fourth Defendant: Mrs Palmer
Jurisdiction
England and Wales
Judgment Date
16 November 2021
Procedural Posture
Commercial Claim for Payment Under Loan Facility and Guarantees / High Court Trial, Final Judgment
Outcome
Judgment for the Claimant
Legal Topics
Loan Facilities, Personal Guarantees, Set Off Exclusion Clauses, Unfair Contract Terms Act 1977, Conclusive Evidence Clauses, Breach of Contract, Remedies for Breach, Priority of Security Interests
Contract Law Banking and Finance Property Law Loan Facilities Personal Guarantees Set Off Exclusion Clauses Unfair Contract Terms Act 1977 Conclusive Evidence Clauses +3 more

Case Brief

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Parties

Mint Bridging Limited

Claimant

Earthrise Developments Limited

First Defendant

Mr Palmer

Second Defendant

Mr Cox

Third Defendant

Mrs Palmer

Fourth Defendant

Procedural Posture

Commercial Claim for Payment Under Loan Facility and Guarantees / High Court Trial, Final Judgment

Legal Issues

  1. 1 Whether Mint Bridging Limited is entitled to payment under the loan facility and guarantees
  2. 2 Whether the Defendants have a valid set-off or counterclaim based on alleged breaches by Mint
  3. 3 Whether anti set-off clauses are enforceable under the Unfair Contract Terms Act 1977

Ratio Decidendi

The anti set-off clause in the second facility letter is reasonable and enforceable, precluding the Defendants' set-off defence. The second facility superseded the first, extinguishing rights and remedies under the first facility. The certified debt amount is conclusive in the absence of manifest error, which has not been shown. Mint is entitled to judgment for the certified sum.

Court Disposition

Judgment for the Claimant

Orders

  • Defendants to pay Mint Bridging Limited £625,225.97 as certified outstanding debt under the second facility and guarantees.