Close Brothers Ltd v Ridsdale & Ors [2012] EWHC 3090 (QB) (08 November 2012)

Close Brothers Ltd v Ridsdale & Ors [2012] EWHC 3090 (QB) (08 November 2012)

The court held that the variations to the facility agreement were within the contemplation of the guarantee and that the defendants, by signing the extension letters, consented to the changes. There was no binding assurance or estoppel to release the guarantees. The defendants remained liable under their personal guarantees, and the release fee was properly debited.

Citation
[2012] EWHC 3090
Parties
Claimant: Close Brothers Limited; First Defendant: Esther Louise Ridsdale; Second Defendant: Martin Ridsdale; Third Defendant: St. Georges Keep Limited
Jurisdiction
England and Wales
Judgment Date
08 November 2012
Procedural Posture
Commercial Claim (banking/guarantee Enforcement) / High Court Trial Judgment
Outcome
Claim allowed against the First and Second Defendants; judgment for the claimant.
Legal Topics
Personal Guarantees, Variation of Contract, Discharge of Surety, Estoppel, Facility Agreements
Banking and Finance Law Contract Law Guarantee/surety Law Personal Guarantees Variation of Contract Discharge of Surety Estoppel Facility Agreements

Case Brief

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Parties

Close Brothers Limited

Claimant

Esther Louise Ridsdale

First Defendant

Martin Ridsdale

Second Defendant

St. Georges Keep Limited

Third Defendant

Procedural Posture

Commercial Claim (banking/guarantee Enforcement) / High Court Trial Judgment

Legal Issues

  1. 1 Whether fundamental changes to the facility agreement discharged the guarantors' liability
  2. 2 Whether the guarantors consented to the variations
  3. 3 Whether the changes constituted a new contract outside the guarantee

Ratio Decidendi

The court held that the variations to the facility agreement were within the contemplation of the guarantee and that the defendants, by signing the extension letters, consented to the changes. There was no binding assurance or estoppel to release the guarantees. The defendants remained liable under their personal guarantees, and the release fee was properly debited.

Court Disposition

Claim allowed against the First and Second Defendants; judgment for the claimant.

Orders

  • The First and Second Defendants are liable under their personal guarantees.
  • The claimant is entitled to recover the sums due under the guarantees, including the release fee.