Adare Finance DAC v Yellowstone Capital Management SA & Anor [2020] EWHC 2760 (Comm) (19 October 2020)

Adare Finance DAC v Yellowstone Capital Management SA & Anor [2020] EWHC 2760 (Comm) (19 October 2020)

The Defendants had no real prospect of establishing that the Extension Fee Deed was an unconscionable bargain or the product of economic duress. The parties were sophisticated, legally advised, and the fee was commercially negotiated and proportionate. The acceleration clause was not a penalty. The Defendants' counterclaim was barred by a Deed of Termination and lack of standing. Summary judgment was granted for the Claimant and the Defence and Counterclaim were struck out.

Citation
[2020] EWHC 2760 (Comm)
Parties
Claimant: ADARE FINANCE DAC; First Defendant: YELLOWSTONE CAPITAL MANAGEMENT SA; Second Defendant: MICHEL OHAYON
Jurisdiction
England and Wales
Judgment Date
19 October 2020
Procedural Posture
Commercial Summary Judgment Application / High Court (commercial Court) Summary Judgment/strike Out Application
Outcome
Summary judgment for the Claimant; Defence and Counterclaim struck out
Legal Topics
Summary Judgment, Strike Out, Unconscionable Bargain, Economic Duress, Penalty Clauses, Guarantees, Loan Agreements
Contract Law Banking and Finance Law Civil Procedure Summary Judgment Strike Out Unconscionable Bargain Economic Duress Penalty Clauses +2 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 4 Authorities cited 16 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

ADARE FINANCE DAC

Claimant

YELLOWSTONE CAPITAL MANAGEMENT SA

First Defendant

MICHEL OHAYON

Second Defendant

Procedural Posture

Commercial Summary Judgment Application / High Court (commercial Court) Summary Judgment/strike Out Application

Legal Issues

  1. 1 Whether the Extension Fee Deed is an unconscionable bargain and unenforceable
  2. 2 Whether the Defendants were subject to economic duress
  3. 3 Whether the acceleration clause is an unlawful penalty

Ratio Decidendi

The Defendants had no real prospect of establishing that the Extension Fee Deed was an unconscionable bargain or the product of economic duress. The parties were sophisticated, legally advised, and the fee was commercially negotiated and proportionate. The acceleration clause was not a penalty. The Defendants' counterclaim was barred by a Deed of Termination and lack of standing. Summary judgment was granted for the Claimant and the Defence and Counterclaim were struck out.

Court Disposition

Summary judgment for the Claimant; Defence and Counterclaim struck out

Orders

  • Defendants to pay US$10,539,779 to the Claimant
  • Defendants' Defence and Counterclaim struck out