British Energy Power & Trading Ltd & Ors v Credit Suisse & Ors

British Energy Power & Trading Ltd & Ors v Credit Suisse & Ors

Barclays entered into the Option Agreements both as Security Trustee and as agent for the Banks, making the Banks parties to and bound by the Agreements. The restrictions in clause 31.2.1 were intended to bind both the Security Trustee and the Banks, including Credit Suisse, as the parties with the beneficial interest in the Options. Entry into the Ampere Transaction would be a breach of clause 31.2.1 by Credit Suisse, as the arrangement would relate to the exercise of its rights under the Agreement, which includes beneficial rights. The appeal is dismissed.

Parties
Claimant/respondent: British Energy Power and Trading Limited; Claimant/respondent: Eggborough Power (Holdings) Limited; Claimant/respondent: Eggborough Power Limited; Defendant/appellant: Credit Suisse; Defendant/appellant: Ampere Limited; Defendant/appellant: Ampere 1 Limited
Jurisdiction
England and Wales
Judgment Date
07 February 2008
Procedural Posture
Civil Appeal (commercial) / Court of Appeal Judgment on Appeal From Commercial Court
Outcome
Appeal dismissed
Legal Topics
Syndicated Loans, Agency, Security Trustee, Option Agreements, Assignment and Transfer of Rights, Sub Participation, Beneficial Interests, Construction of Contracts
Contract Law Banking and Finance Law Trusts Law Syndicated Loans Agency Security Trustee Option Agreements Assignment and Transfer of Rights +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 4 Party arguments 2 Amounts and remedies 8
Sign in to unlock

Parties

British Energy Power and Trading Limited

Claimant/respondent

Eggborough Power (Holdings) Limited

Claimant/respondent

Eggborough Power Limited

Claimant/respondent

Credit Suisse

Defendant/appellant

Ampere Limited

Defendant/appellant

Ampere 1 Limited

Defendant/appellant

Procedural Posture

Civil Appeal (commercial) / Court of Appeal Judgment on Appeal From Commercial Court

Legal Issues

  1. 1 Whether Credit Suisse is a party to and bound by the Option Agreements and specifically the restrictions in clauses 31 and 39 (the 'Party Issue')
  2. 2 Whether entry into the Ampere Transaction would be a breach of clauses 31.2.1 and 39.2.1 (the 'Breach Issue')

Ratio Decidendi

Barclays entered into the Option Agreements both as Security Trustee and as agent for the Banks, making the Banks parties to and bound by the Agreements. The restrictions in clause 31.2.1 were intended to bind both the Security Trustee and the Banks, including Credit Suisse, as the parties with the beneficial interest in the Options. Entry into the Ampere Transaction would be a breach of clause 31.2.1 by Credit Suisse, as the arrangement would relate to the exercise of its rights under the Agreement, which includes beneficial rights. The appeal is dismissed.

Court Disposition

Appeal dismissed

Orders

  • Declarations that Credit Suisse entered into the Option Agreements through Barclays, is a party to the Option Agreements, and is bound by the restrictions in clauses 31 and 39 of the Option Agreements.
  • Declaration that entry into the Ampere Transaction would be in breach of Credit Suisse's obligations under clauses 31.2.1 and 39.2.1 of the Option Agreements, and any instructions or purported exercise of the options pursuant to such instructions would be invalid.