Azevedo & Anor v Imcopa Importacao, Exportaacao E Industria De Oleos Ltda & Ors [2012] EWHC 1849 (Comm) (30 May 2012)

Azevedo & Anor v Imcopa Importacao, Exportaacao E Industria De Oleos Ltda & Ors [2012] EWHC 1849 (Comm) (30 May 2012)

Consent payments made openly to all noteholders voting in favour of consent solicitations do not constitute bribery or breach of contract; extraordinary resolutions approving such payments are valid and binding; claimants are precluded from direct action by the no action clause; Imcopa U was released from liability upon substitution as issuer.

Citation
[2012] EWHC 1849 (Comm)
Parties
Applicant/claimant: Sergio Barreiros Azevedo; Applicant/claimant: Vera Cintia Alvarez; Respondent/defendant: Imcopa Importacao, Exportaacao E Industria De Oleos Ltda (Imcopa B); Respondent/defendant: Imcopa International SA (Imcopa U); Respondent/defendant: Imcopa International Cayman Limited (Imcopa C)
Jurisdiction
England and Wales
Judgment Date
30 May 2012
Procedural Posture
Commercial Court Summary Judgment and Strike Out Applications / Judgment on Cross Applications for Summary Judgment and Strike Out
Outcome
Claimants' application for summary judgment dismissed; defendants' application for summary judgment granted; claim dismissed.
Legal Topics
Trust Deeds, Bondholder Rights, Consent Payments, Summary Judgment, Strike Out, No Action Clauses, Repudiation, Bribery Allegations, Pari Passu Principle
Contract Law Banking and Finance Company Law Trust Deeds Bondholder Rights Consent Payments Summary Judgment Strike Out +4 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 11 Party arguments 2 Amounts and remedies 5
Sign in to unlock

Parties

Sergio Barreiros Azevedo

Applicant/claimant

Vera Cintia Alvarez

Applicant/claimant

Imcopa Importacao, Exportaacao E Industria De Oleos Ltda (Imcopa B)

Respondent/defendant

Imcopa International SA (Imcopa U)

Respondent/defendant

Imcopa International Cayman Limited (Imcopa C)

Respondent/defendant

Procedural Posture

Commercial Court Summary Judgment and Strike Out Applications / Judgment on Cross Applications for Summary Judgment and Strike Out

Legal Issues

  1. 1 Whether consent payments to bondholders constituted unlawful bribes or breach of contract
  2. 2 Whether extraordinary resolutions approving consent payments were invalid under English law
  3. 3 Whether claimants could bring direct action against issuer/guarantor contrary to no action clause

Ratio Decidendi

Consent payments made openly to all noteholders voting in favour of consent solicitations do not constitute bribery or breach of contract; extraordinary resolutions approving such payments are valid and binding; claimants are precluded from direct action by the no action clause; Imcopa U was released from liability upon substitution as issuer.

Court Disposition

Claimants' application for summary judgment dismissed; defendants' application for summary judgment granted; claim dismissed.

Orders

  • Claim dismissed against all defendants.
  • Claimants to pay defendants' costs of the action, including security for costs application (discounted by 25% for that application).