SEB Trygg Holding Aktiebolag v Manches & Ors [2005] EWHC 35 (Comm) (20 January 2005

SEB Trygg Holding Aktiebolag v Manches & Ors [2005] EWHC 35 (Comm) (20 January 2005

The proceedings were a case of misnomer, not nullity, as the intention was to bring the claim on behalf of the entity holding rights under the Interlife Sale Agreement at the time, which was AMB. The error in naming Old Aachener Re did not invalidate the proceedings. However, authority to commence the arbitration was not established by the power of attorney or continuity of retainer; actual or ostensible authority must be proven. If authority was lacking, ratification by AMB is possible if sufficient knowledge existed. AMB is not bound by the arbitration unless authority or ratification is established. Solicitors may be liable for breach of warranty of authority if AMB is not bound.

Citation
[2005] EWHC 35 (Comm)
Parties
Claimant: SEB Trygg Holding Aktiebolag; 1st Defendant: Manches; 2nd Defendant: Sprecher Grier Halberstam; 3rd Defendant/part 20 Claimant: Portner & Jaskel; 4th Defendant/1st Part 20 Defendant: AMB Generali Holding AG; 2nd Part 20 Defendant: Mr Burkhard Schulze Wierling; 3rd Part 20 Defendant: Mr Alec Merrifield
Jurisdiction
England and Wales
Procedural Posture
Commercial Court Consolidated Action (breach of Warranty of Authority and Arbitration Claim) / Trial of Preliminary Issues
Outcome
Preliminary issues determined: Proceedings are not a nullity but a misnomer; AMB not bound unless authority or ratification established; solicitor defendants may be liable for breach of warranty of authority.
Legal Topics
Warranty of Authority, Universal Succession, Misnomer in Proceedings, Authority to Commence Arbitration, Ratification, Jurisdiction of Arbitral Tribunal
Commercial Law Arbitration Company Law Agency Law Warranty of Authority Universal Succession Misnomer in Proceedings Authority to Commence Arbitration +2 more

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Parties

SEB Trygg Holding Aktiebolag

Claimant

Manches

1st Defendant

Sprecher Grier Halberstam

2nd Defendant

Portner & Jaskel

3rd Defendant/part 20 Claimant

AMB Generali Holding AG

4th Defendant/1st Part 20 Defendant

Mr Burkhard Schulze Wierling

2nd Part 20 Defendant

Mr Alec Merrifield

3rd Part 20 Defendant

Procedural Posture

Commercial Court Consolidated Action (breach of Warranty of Authority and Arbitration Claim) / Trial of Preliminary Issues

Legal Issues

  1. 1 Whether arbitration proceedings commenced in the name of Old Aachener Re were a nullity or a misnomer
  2. 2 Whether AMB Generali Holding AG was a party to the arbitration and bound by any award
  3. 3 Whether solicitors acted with authority or breached warranty of authority

Ratio Decidendi

The proceedings were a case of misnomer, not nullity, as the intention was to bring the claim on behalf of the entity holding rights under the Interlife Sale Agreement at the time, which was AMB. The error in naming Old Aachener Re did not invalidate the proceedings. However, authority to commence the arbitration was not established by the power of attorney or continuity of retainer; actual or ostensible authority must be proven. If authority was lacking, ratification by AMB is possible if sufficient knowledge existed. AMB is not bound by the arbitration unless authority or ratification is established. Solicitors may be liable for breach of warranty of authority if AMB is not bound.

Court Disposition

Preliminary issues determined: Proceedings are not a nullity but a misnomer; AMB not bound unless authority or ratification established; solicitor defendants may be liable for breach of warranty of authority.

Orders

  • Answers to preliminary issues to be set out in formal order.
  • No declaration that AMB is bound by arbitration unless authority or ratification proven.