Close Brothers Ltd v Ridsdale & Ors

Close Brothers Ltd v Ridsdale & Ors

The Ridsdales remained liable under their guarantees because, although the facility agreement was materially changed, they consented to the changes by signing the extended facility letters, and the guarantee expressly contemplated such variations. No estoppel arose as the conditions for release were not satisfied and there was no detrimental reliance.

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
Civil / Judgment After Trial
Outcome
Judgment for the claimant
Legal Topics
Personal Guarantees, Variation of Contract, Surety Liability, Estoppel, Facility Agreements, Material Alteration, Consent of Surety
Contract Law Banking and Finance Law Guarantee Law Personal Guarantees Variation of Contract Surety Liability Estoppel Facility Agreements +2 more

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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

Civil / Judgment After Trial

Legal Issues

  1. 1 Whether a fundamental change to the facility agreement discharged the sureties under the guarantee
  2. 2 Whether the sureties consented to the changes and remained bound
  3. 3 Whether the changes were within the contemplation of the guarantee

Ratio Decidendi

The Ridsdales remained liable under their guarantees because, although the facility agreement was materially changed, they consented to the changes by signing the extended facility letters, and the guarantee expressly contemplated such variations. No estoppel arose as the conditions for release were not satisfied and there was no detrimental reliance.

Court Disposition

Judgment for the claimant

Orders

  • The Ridsdales are liable under their guarantees to Close Brothers Limited.
  • The release fee was not properly charged at the time of the second extension; interest on the release fee is not recoverable for the disputed period.