Blackstar Advisors Ltd v Cheyne Capital International Ltd & Anor

Blackstar Advisors Ltd v Cheyne Capital International Ltd & Anor

Blackstar’s entitlement to fees did not survive the French Restructuring because the relevant agreements were limited to investments through specified structures, and the acceptance of the Amortizing Note discharged Cheyne’s obligations. The CIFS Agreement did not entitle Blackstar to fixed fees of 1.93% of net asset value but only to a share of Cheyne’s fees as determined by the agreements.

Parties
Appellant: Blackstar Advisors Limited; 1st Respondent: Cheyne Capital International Limited; 2nd Respondent: Cheyne Capital Holdings Limited
Jurisdiction
England and Wales
Judgment Date
12 December 2019
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Interpretation of Contracts, Fee Entitlement, Termination of Agreements, Side Letters, Investment Management Agreements
Contract Law Commercial Law Interpretation of Contracts Fee Entitlement Termination of Agreements Side Letters Investment Management Agreements

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Parties

Blackstar Advisors Limited

Appellant

Cheyne Capital International Limited

1st Respondent

Cheyne Capital Holdings Limited

2nd Respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether Blackstar’s entitlement to fees continued beyond the French Restructuring
  2. 2 Whether the CIFS Agreement entitled Blackstar to fixed fees of 1.93% of net asset value or only a share of Cheyne’s fees

Ratio Decidendi

Blackstar’s entitlement to fees did not survive the French Restructuring because the relevant agreements were limited to investments through specified structures, and the acceptance of the Amortizing Note discharged Cheyne’s obligations. The CIFS Agreement did not entitle Blackstar to fixed fees of 1.93% of net asset value but only to a share of Cheyne’s fees as determined by the agreements.

Court Disposition

Appeal dismissed