Fin Soft Holding SA v Rowil Interim Management BV & Ors [2003] EWHC 1433 (Comm) (25 June 2003)

Fin Soft Holding SA v Rowil Interim Management BV & Ors [2003] EWHC 1433 (Comm) (25 June 2003)

The parties did not intend Finsoft to bear the risk that the triggers for payment of the final tranche might never occur; the contract should be construed or a term implied so that the right to payment crystallised upon expiry of the period in which the options could have been exercised. The Defendants have no real prospect of successfully defending the claim, and summary judgment is appropriate.

Citation
[2003] EWHC 1433 (Comm)
Parties
Claimant: Fin Soft Holding SA; First Defendant: Rowil Interim Management BV; Second Defendant: Fortis Bank (formerly known as Credit Lyonnais Bank Nederland N.V.)
Jurisdiction
England and Wales
Judgment Date
25 June 2003
Procedural Posture
Commercial Summary Judgment Application / Application for Summary Judgment Under Part 24
Outcome
Summary judgment for the Claimants
Legal Topics
Summary Judgment, Contract Construction, Implied Terms, Estoppel by Convention, Rectification, Share Purchase Agreements
Contract Law Commercial Law Summary Judgment Contract Construction Implied Terms Estoppel by Convention Rectification Share Purchase Agreements

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 4 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Parties

Fin Soft Holding SA

Claimant

Rowil Interim Management BV

First Defendant

Fortis Bank (formerly known as Credit Lyonnais Bank Nederland N.V.)

Second Defendant

Procedural Posture

Commercial Summary Judgment Application / Application for Summary Judgment Under Part 24

Legal Issues

  1. 1 Whether Finsoft is entitled to payment of the final tranche of US$2.5 million under the varied Letter Agreement
  2. 2 Whether the triggers for payment of the final tranche have occurred or can occur
  3. 3 Whether the parties intended Finsoft to bear the risk that the payment trigger might never occur

Ratio Decidendi

The parties did not intend Finsoft to bear the risk that the triggers for payment of the final tranche might never occur; the contract should be construed or a term implied so that the right to payment crystallised upon expiry of the period in which the options could have been exercised. The Defendants have no real prospect of successfully defending the claim, and summary judgment is appropriate.

Court Disposition

Summary judgment for the Claimants

Orders

  • Defendants to pay Claimants US$2.5 million, payment due since 1 July 1998
  • Further directions to be given on the precise form of order and amendments to statements of case