Conway & Ors v Plass & Ors (Re Argentex LLP) [2025] EWHC 3125 (Ch) (27 November 2025)

Conway & Ors v Plass & Ors (Re Argentex LLP) [2025] EWHC 3125 (Ch) (27 November 2025)

The Joint Special Administrators are entitled, under clauses 13.2(h) of the General Terms and 11.4(c) of the MiFID Terms, to close out and terminate customer contracts prior to maturity and enforce resulting debts, as the contractual language permits such action where Argentex reasonably considers it necessary for its own protection or interests. The insolvency, regulatory restrictions, and unhedged risk justify the exercise of this discretion. The construction advanced by the OTM customers is rejected; the contracts allocate the relevant risk and discretion to Argentex, and the administrators' preference to close out is not precluded by the factual matrix or commercial context.

Citation
[2025] EWHC 3125 (Ch)
Parties
Applicant (joint Special Administrator): Daniel Conway; Applicant (joint Special Administrator): Tony Wright; Applicant (joint Special Administrator): David Hudson; Respondent (itm Customers' Representative): Matthew Plass; Respondent (itm Customers' Representative): Alpha Development Europe Ltd; Respondent (itm Customers' Representative): Well-Safe Solutions Limited; Respondent (itm Customers' Representative): Czarnikow Group Limited; Respondent (itm Customers' Representative): Dawn Capital LLP; Respondent (otm Customers' Representative): Seasalt Limited
Jurisdiction
England and Wales
Judgment Date
27 November 2025
Procedural Posture
Insolvency Application (directions in Special Administration) / Judgment on Entitlement to Close Out and Terminate Customer Contracts
Outcome
Application granted
Legal Topics
Special Administration, Close Out Netting, Contractual Interpretation, Mi FID II, Payment and Electronic Money Institution Insolvency, Margin Calls, Hedging, Administration Expenses
Insolvency Contract Financial Regulation Special Administration Close Out Netting Contractual Interpretation Mi FID II Payment and Electronic Money Institution Insolvency +3 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 11 Party arguments 2 Amounts and remedies 7
Sign in to unlock

Parties

Daniel Conway

Applicant (joint Special Administrator)

Tony Wright

Applicant (joint Special Administrator)

David Hudson

Applicant (joint Special Administrator)

Matthew Plass

Respondent (itm Customers' Representative)

Alpha Development Europe Ltd

Respondent (itm Customers' Representative)

Well-Safe Solutions Limited

Respondent (itm Customers' Representative)

Czarnikow Group Limited

Respondent (itm Customers' Representative)

Dawn Capital LLP

Respondent (itm Customers' Representative)

Seasalt Limited

Respondent (otm Customers' Representative)

Procedural Posture

Insolvency Application (directions in Special Administration) / Judgment on Entitlement to Close Out and Terminate Customer Contracts

Legal Issues

  1. 1 Whether the Joint Special Administrators are entitled under the General Terms and/or MiFID Terms to close out and terminate customer contracts prior to maturity and enforce resulting debts
  2. 2 Proper construction of clauses 13 and 26 of the General Terms and clause 11 of the MiFID Terms in the context of insolvency and regulatory restrictions

Ratio Decidendi

The Joint Special Administrators are entitled, under clauses 13.2(h) of the General Terms and 11.4(c) of the MiFID Terms, to close out and terminate customer contracts prior to maturity and enforce resulting debts, as the contractual language permits such action where Argentex reasonably considers it necessary for its own protection or interests. The insolvency, regulatory restrictions, and unhedged risk justify the exercise of this discretion. The construction advanced by the OTM customers is rejected; the contracts allocate the relevant risk and discretion to Argentex, and the administrators' preference to close out is not precluded by the factual matrix or commercial context.

Court Disposition

Application granted

Orders

  • Declaration that the Joint Special Administrators are entitled under the General Terms and MiFID Terms to close out and terminate customer contracts and enforce resulting debts as set out in the judgment.