FSHC Group Holdings Ltd v Barclays Bank Plc

FSHC Group Holdings Ltd v Barclays Bank Plc

The parties shared a common continuing intention to execute a document that satisfied the Parent’s obligation to grant security over the Shareholder Loan and did no more or less than this. The 2016 Accession Deeds, by mistake, imposed additional obligations not intended by either party. Convincing proof was provided that the parties did not intend the Parent to undertake guarantee or holding company restrictions. Rectification is ordered to reflect the true intention.

Parties
Claimant: FSHC Group Holdings Limited; Defendant: Barclays Bank PLC
Jurisdiction
England and Wales
Judgment Date
22 June 2018
Procedural Posture
Civil / Judgment
Outcome
Claim allowed
Legal Topics
Rectification, Common Mistake, Security Documents, Commercial Transactions
Contract Law Equity Rectification Common Mistake Security Documents Commercial Transactions

Case Brief

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Parties

FSHC Group Holdings Limited

Claimant

Barclays Bank PLC

Defendant

Procedural Posture

Civil / Judgment

Legal Issues

  1. 1 Whether the 2016 Accession Deeds should be rectified for common mistake
  2. 2 Whether the parties had a common continuing intention not to impose additional obligations on the Parent
  3. 3 Whether the Parent made a mistake as to the legal effect of the Accession Deeds

Ratio Decidendi

The parties shared a common continuing intention to execute a document that satisfied the Parent’s obligation to grant security over the Shareholder Loan and did no more or less than this. The 2016 Accession Deeds, by mistake, imposed additional obligations not intended by either party. Convincing proof was provided that the parties did not intend the Parent to undertake guarantee or holding company restrictions. Rectification is ordered to reflect the true intention.

Court Disposition

Claim allowed

Orders

  • Rectification of the 2016 Accession Deeds to delete the additional obligations imposed on the Parent