Nationwide Building Society v Bank of New York Mellon, London Branch & Anor [2025] EWHC 1046 (Comm) (01 May 2025)

Nationwide Building Society v Bank of New York Mellon, London Branch & Anor [2025] EWHC 1046 (Comm) (01 May 2025)

The S&CAs did not create any contractual or tortious duty on BNY to confirm that the notes had been listed. The S&CAs were organisational agendas lacking the necessary intention, formality, and language to be legally binding contracts. The parties' relationship was governed exclusively by the Indenture and...

Source-derived case information.

Citation
[2025] EWHC 1046 (Comm)
Parties
Claimant: Nationwide Building Society; First Defendant: The Bank of New York Mellon, London Branch; Second Defendant: Allen Overy Shearman Sterling LLP (formerly Allen & Overy LLP)
Jurisdiction
England and Wales
Judgment Date
01 May 2025
Procedural Posture
Commercial Court Claim for Contribution/indemnity and Professional Negligence / Summary Judgment Application on Part 20 Claim
Outcome
A&O's Part 20 claim for contribution against BNY dismissed on summary judgment. Nationwide's application to amend allowed, with costs reserved.
Legal Topics
Withholding Tax, Eurobond Exemption, Contractual Interpretation, Contribution and Indemnity, Summary Judgment, Duties of Trustee and Paying Agent
Commercial Law Banking and Finance Law Professional Negligence Withholding Tax Eurobond Exemption Contractual Interpretation Contribution and Indemnity Summary Judgment +1 more

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Parties

Nationwide Building Society

Claimant

The Bank of New York Mellon, London Branch

First Defendant

Allen Overy Shearman Sterling LLP (formerly Allen & Overy LLP)

Second Defendant

Procedural Posture

Commercial Court Claim for Contribution/indemnity and Professional Negligence / Summary Judgment Application on Part 20 Claim

Legal Issues

  1. 1 Whether the S&CAs imposed a legally enforceable duty on BNY to confirm listing of notes
  2. 2 Whether BNY owed a contractual or tortious duty to Nationwide to confirm listing
  3. 3 Whether A&O can claim contribution from BNY for any liability to Nationwide

Ratio Decidendi

The S&CAs did not create any contractual or tortious duty on BNY to confirm that the notes had been listed. The S&CAs were organisational agendas lacking the necessary intention, formality, and language to be legally binding contracts. The parties' relationship was governed exclusively by the Indenture and Supplemental Indentures, which contained entire agreement and no oral modification clauses. No assumption of responsibility in tort arose from the S&CAs, given the sophisticated contractual framework and absence of reliance or express undertaking. Accordingly, A&O's claim for contribution against BNY had no real prospect of success and was dismissed on summary judgment.

Court Disposition

A&O's Part 20 claim for contribution against BNY dismissed on summary judgment. Nationwide's application to amend allowed, with costs reserved.

Orders

  • Summary judgment granted in favour of BNY against A&O on the Part 20 claim for contribution.
  • Nationwide permitted to amend its pleadings as unopposed, with costs of the amendment application reserved.