Pathway Finance SARL v The Defendants Set Out In Annex 1 To the Claim [2020] EWHC 1191 (Ch) (15 May 2020)

Pathway Finance SARL v The Defendants Set Out In Annex 1 To the Claim [2020] EWHC 1191 (Ch) (15 May 2020)

On the true construction of the Accession Deeds, the reference to 'a security agreement dated 17th November 2016' means 'a security agreement dated 16th September 2011', as extrinsic evidence establishes the error and the intended meaning, and such evidence would be reasonably available to relevant third parties.

Citation
[2020] EWHC 1191 (Ch)
Parties
Claimant: Pathway Finance S. A. R. L.; Defendants: The Defendants set out in Annex 1 to the Claim
Jurisdiction
England and Wales
Judgment Date
15 May 2020
Procedural Posture
Commercial/chancery / Trial Judgment
Outcome
Declaration granted in favour of Claimant
Legal Topics
Rectification, Contractual Construction, Corporate Charges, Extrinsic Evidence
Contract Law Company Law Equity Rectification Contractual Construction Corporate Charges Extrinsic Evidence

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Parties

Pathway Finance S. A. R. L.

Claimant

The Defendants set out in Annex 1 to the Claim

Defendants

Procedural Posture

Commercial/chancery / Trial Judgment

Legal Issues

  1. 1 Whether a drafting error in 87 Accession Deeds referencing the wrong date for the Security Agreement can be corrected by contractual construction or rectification
  2. 2 Admissibility and weight of extrinsic materials in construing a registerable corporate charge

Ratio Decidendi

On the true construction of the Accession Deeds, the reference to 'a security agreement dated 17th November 2016' means 'a security agreement dated 16th September 2011', as extrinsic evidence establishes the error and the intended meaning, and such evidence would be reasonably available to relevant third parties.

Court Disposition

Declaration granted in favour of Claimant

Orders

  • The words 'a security agreement dated 17th November 2016' in Recital (B) of the Accession Deeds be construed as 'a security agreement dated 16th September 2011'.