Fin Soft Holding SA v Rowil Interim Management BV & Ors

Fin Soft Holding SA v Rowil Interim Management BV & Ors

The parties did not intend that Finsoft should take the risk that the trigger for payment of the final tranche might never occur. The proper construction of the varied agreement, or alternatively the implication of a term, requires that the final tranche of US$2.5 million became due upon expiry of the period in which the put and call options could have been exercised, as this was necessary to give effect to the parties’ clear intention that Finsoft receive a minimum of US$10 million.

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 Under Part 24
Outcome
Summary judgment for the Claimants
Legal Topics
Summary Judgment, Contract Construction, Implied Terms, Estoppel by Convention, Rectification
Contract Law Commercial Law Summary Judgment Contract Construction Implied Terms Estoppel by Convention Rectification

Case Brief

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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 Under Part 24

Legal Issues

  1. 1 Whether the Claimants are entitled to summary judgment for 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 the Claimants to take the risk that the payment trigger might never occur

Ratio Decidendi

The parties did not intend that Finsoft should take the risk that the trigger for payment of the final tranche might never occur. The proper construction of the varied agreement, or alternatively the implication of a term, requires that the final tranche of US$2.5 million became due upon expiry of the period in which the put and call options could have been exercised, as this was necessary to give effect to the parties’ clear intention that Finsoft receive a minimum of US$10 million.

Court Disposition

Summary judgment for the Claimants

Orders

  • First Defendant to pay Claimants US$2.5 million, payment due since 1 July 1998
  • Second Defendant liable as guarantor for the same sum