Astor Management AG & Anor v Atalaya Mining Plc & Ors

Astor Management AG & Anor v Atalaya Mining Plc & Ors

Clause 6(g)(iv) of the Master Agreement does not require Up-Tick Payments to be included in Deferred Consideration; the clause continues to apply until Deferred Consideration is paid in full, regardless of whether trigger conditions have been met; no procedural irregularity occurred as both parties had full opportunity to argue the issue.

Parties
Claimant: Astor Management AG; Claimant: Astor Resources AG; Defendant: Atalaya Mining PLC; Defendant: Atalaya Riotinto Minera SL; Defendant: EMED Holdings (UK) Limited; Defendant: EMED Marketing Limited
Jurisdiction
England and Wales
Judgment Date
31 March 2017
Procedural Posture
Commercial / Post Judgment Consequential Hearing
Outcome
Defendants' application for permission to appeal refused; declarations made as set out in paragraph 3 of the judgment.
Legal Topics
Interpretation of Contract Clauses, Declarations, Procedural Irregularity, Permission to Appeal
Contract Law Commercial Law Interpretation of Contract Clauses Declarations Procedural Irregularity Permission to Appeal

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Parties

Astor Management AG

Claimant

Astor Resources AG

Claimant

Atalaya Mining PLC

Defendant

Atalaya Riotinto Minera SL

Defendant

EMED Holdings (UK) Limited

Defendant

EMED Marketing Limited

Defendant

Procedural Posture

Commercial / Post Judgment Consequential Hearing

Legal Issues

  1. 1 Proper construction of clause 6(g)(iv) of the Master Agreement
  2. 2 Whether 'Deferred Consideration' includes 'Up-Tick Payments'
  3. 3 Whether procedural irregularity occurred justifying permission to appeal

Ratio Decidendi

Clause 6(g)(iv) of the Master Agreement does not require Up-Tick Payments to be included in Deferred Consideration; the clause continues to apply until Deferred Consideration is paid in full, regardless of whether trigger conditions have been met; no procedural irregularity occurred as both parties had full opportunity to argue the issue.

Court Disposition

Defendants' application for permission to appeal refused; declarations made as set out in paragraph 3 of the judgment.

Orders

  • Declarations regarding the construction of clause 6(g)(iv) of the Master Agreement issued.
  • Permission to appeal refused for both defendants and claimants.