Bank of Baroda & Ors v GVK & Ors [2023] EWHC 2662 (Comm) (19 October 2023)

Bank of Baroda & Ors v GVK & Ors [2023] EWHC 2662 (Comm) (19 October 2023)

The Facility Agreements are governed by English law as expressly chosen; the RBI moratorium did not apply as the loans were non-performing assets and Defendants did not accept the moratorium; force majeure did not suspend or terminate obligations as defaults predated COVID-19; acceleration and guarantee demands were valid (except for simultaneous demand on some Guarantors, but indemnity applies); default interest accrued from due dates; and the Claimants proved their quantum. Judgment for the Claimants.

Citation
[2023] EWHC 2662 (Comm)
Parties
Claimants: Bank of Baroda and others; Defendants: GVK and others
Jurisdiction
England and Wales
Judgment Date
19 October 2023
Procedural Posture
Commercial Claim for Debt Recovery and Guarantees / Final Judgment After Trial; Defendants Not in Attendance
Outcome
Judgment for the Claimants
Legal Topics
Loan Facility Agreements, Guarantees and Indemnities, Choice of Law, Implied Terms, Force Majeure, Moratorium Under RBI Circulars, Default Interest, Limitation of Actions
Banking and Finance Contract Law Private International Law Loan Facility Agreements Guarantees and Indemnities Choice of Law Implied Terms Force Majeure +3 more

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Parties

Bank of Baroda and others

Claimants

GVK and others

Defendants

Procedural Posture

Commercial Claim for Debt Recovery and Guarantees / Final Judgment After Trial; Defendants Not in Attendance

Legal Issues

  1. 1 Whether acceleration notices under the facility agreements were valid
  2. 2 Whether RBI COVID-19 moratorium circulars affected the lenders' rights
  3. 3 Whether force majeure (COVID-19) suspended payment obligations

Ratio Decidendi

The Facility Agreements are governed by English law as expressly chosen; the RBI moratorium did not apply as the loans were non-performing assets and Defendants did not accept the moratorium; force majeure did not suspend or terminate obligations as defaults predated COVID-19; acceleration and guarantee demands were valid (except for simultaneous demand on some Guarantors, but indemnity applies); default interest accrued from due dates; and the Claimants proved their quantum. Judgment for the Claimants.

Court Disposition

Judgment for the Claimants

Orders

  • Defendants to pay principal, interest, and fees as set out in Re-amended Annex A as of 10 October 2023 under the 2011 and 2014 Facility Agreements, subject to guarantee caps.
  • Interest to accrue at contractual rates until payment.