Pathway Finance SARL v The Defendants Set Out In Annex 1 To the Claim

Pathway Finance SARL v The Defendants Set Out In Annex 1 To the Claim

On the true construction of the Accession Deeds, the reference to 'a security agreement dated 17th November 2016' should be read as 'a security agreement dated 16th September 2011', as this reflects the parties' intentions and is supported by admissible extrinsic evidence. The public nature of the documents does not preclude this construction, as any relevant third party would have access to the same background information.

Parties
Claimant: Pathway Finance S.À. R. L.; Defendants: The Defendants set out in Annex 1 to the Claim (87 companies in the IWG group)
Jurisdiction
England and Wales
Judgment Date
15 May 2020
Procedural Posture
Civil (commercial/chancery) / Judgment After Uncontested Trial
Outcome
Declaration granted in favour of the Claimant
Legal Topics
Rectification of Documents, Contractual Construction, Corporate Charges, Registration of Charges, Mistake in Legal Documents
Contract Law Company Law Equity Rectification of Documents Contractual Construction Corporate Charges Registration of Charges Mistake in Legal Documents

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Parties

Pathway Finance S.À. R. L.

Claimant

The Defendants set out in Annex 1 to the Claim (87 companies in the IWG group)

Defendants

Procedural Posture

Civil (commercial/chancery) / Judgment After Uncontested Trial

Legal Issues

  1. 1 Whether a mistake in 87 Accession Deeds can be corrected by construction or rectification
  2. 2 Whether extrinsic evidence is admissible in construing a registered corporate charge
  3. 3 Impact of registration and public nature of corporate charges on interpretation

Ratio Decidendi

On the true construction of the Accession Deeds, the reference to 'a security agreement dated 17th November 2016' should be read as 'a security agreement dated 16th September 2011', as this reflects the parties' intentions and is supported by admissible extrinsic evidence. The public nature of the documents does not preclude this construction, as any relevant third party would have access to the same background information.

Court Disposition

Declaration granted in favour of the 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'.