WestLB Ag v Nomura Bank International Plc & Anor
The Second Defendant acted irrationally by limiting its valuation to a dealer poll without making enquiries of MITCO regarding redemption, rendering its determination not binding. However, the Claimant failed to prove on the balance of probabilities that the shares had a value in excess of the Defendants' fee, and thus suffered no damage.
- Parties
- Claimant: WestLB AG; First Defendant: Nomura Bank International PLC; Second Defendant: Nomura International PLC
- Jurisdiction
- England and Wales
- Judgment Date
- 11 November 2010
- Procedural Posture
- Commercial Court / Final Judgment
- Outcome
- Claim dismissed
- Legal Topics
- Valuation of Investment Fund, Calculation Agent Discretion, Redemption of Shares, Bad Faith and Irrationality in Valuation, Interpretation of Contractual Terms
Case Brief
Summary, issues, holding and outcome
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Parties
WestLB AG
Claimant
Nomura Bank International PLC
First Defendant
Nomura International PLC
Second Defendant
Procedural Posture
Commercial Court / Final Judgment
Legal Issues
- 1 Whether the calculation agent's determination of NAV was binding
- 2 Whether the calculation agent acted irrationally or in bad faith
- 3 Proper construction of contractual terms regarding timing and method of valuation
Ratio Decidendi
The Second Defendant acted irrationally by limiting its valuation to a dealer poll without making enquiries of MITCO regarding redemption, rendering its determination not binding. However, the Claimant failed to prove on the balance of probabilities that the shares had a value in excess of the Defendants' fee, and thus suffered no damage.
Court Disposition
Claim dismissed
Full Case Text
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