Raiffeisen Bank International AG v Asia Coal Energy Ventures Ltd & Anor [2020] EWHC 2602 (Comm) (02 October 2020)

Raiffeisen Bank International AG v Asia Coal Energy Ventures Ltd & Anor [2020] EWHC 2602 (Comm) (02 October 2020)

The court found that the BORN Summary was a marketing document and not merely internal, and that it contained representations as to the status of the collateral as at the date it was placed in the data room. However, the court determined that ACE was not entitled to rescind the SPA for misrepresentation because the representations were either not made as alleged, were not false, or were not relied upon by ACE in entering the SPA. ACE was therefore in breach of contract for failing to pay the purchase price. Ashurst LLP was not liable to RBI as the escrow agreement was never concluded and the Confirmation did not require payment to RBI in the circumstances.

Citation
[2020] EWHC 2602 (Comm)
Parties
Claimant: Raiffeisen Bank International AG; First Defendant: Asia Coal Energy Ventures Limited; Second Defendant: Ashurst LLP
Jurisdiction
England and Wales
Judgment Date
02 October 2020
Procedural Posture
Commercial Court Claim / Judgment After Trial
Outcome
Claim for specific performance against ACE granted; claim against Ashurst LLP dismissed.
Legal Topics
Specific Performance, Breach of Contract, Misrepresentation, Remedies, Escrow Arrangements
Contract Law Commercial Law Equity Specific Performance Breach of Contract Misrepresentation Remedies Escrow Arrangements

Case Brief

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Parties

Raiffeisen Bank International AG

Claimant

Asia Coal Energy Ventures Limited

First Defendant

Ashurst LLP

Second Defendant

Procedural Posture

Commercial Court Claim / Judgment After Trial

Legal Issues

  1. 1 Whether ACE is liable to pay the purchase price under the SPA and entitled to specific performance or damages
  2. 2 Whether ACE was entitled to rescind the SPA for misrepresentation in the BORN Summary
  3. 3 Whether Ashurst LLP is liable in relation to the escrowed funds and the Confirmation

Ratio Decidendi

The court found that the BORN Summary was a marketing document and not merely internal, and that it contained representations as to the status of the collateral as at the date it was placed in the data room. However, the court determined that ACE was not entitled to rescind the SPA for misrepresentation because the representations were either not made as alleged, were not false, or were not relied upon by ACE in entering the SPA. ACE was therefore in breach of contract for failing to pay the purchase price. Ashurst LLP was not liable to RBI as the escrow agreement was never concluded and the Confirmation did not require payment to RBI in the circumstances.

Court Disposition

Claim for specific performance against ACE granted; claim against Ashurst LLP dismissed.

Orders

  • ACE to pay the purchase price of $70 million to RBI against delivery of the transfer certificates for the Loans.
  • Claim against Ashurst LLP dismissed.