National Bank of Abu Dhabi PJSC v BP Oil International Ltd

National Bank of Abu Dhabi PJSC v BP Oil International Ltd

BP breached its warranty in clause 5(b) of the Purchase Letter because, due to section 34 of the BP/SAMIR Agreement, BP was prohibited from assigning the receivable as contemplated, and the sale conflicted with an agreement binding on BP. The warranty was therefore false at the material time.

Parties
Claimant: National Bank of Abu Dhabi PJSC; Defendant: BP Oil International Limited
Jurisdiction
England and Wales
Judgment Date
18 November 2016
Procedural Posture
Commercial Claim (breach of Warranty and Representation) / Judgment After Trial Under Shorter Trials Scheme
Outcome
Judgment for the Claimant
Legal Topics
Assignment of Receivables, Breach of Warranty, Non Assignment Clauses, Equitable Assignment, Interpretation of Contracts
Contract Law Banking and Finance Assignment of Receivables Breach of Warranty Non Assignment Clauses Equitable Assignment Interpretation of Contracts

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Parties

National Bank of Abu Dhabi PJSC

Claimant

BP Oil International Limited

Defendant

Procedural Posture

Commercial Claim (breach of Warranty and Representation) / Judgment After Trial Under Shorter Trials Scheme

Legal Issues

  1. 1 Whether BP breached its warranty in clause 5(b) of the Purchase Letter by being prohibited from assigning the receivable due to a non-assignment clause in the BP/SAMIR Agreement
  2. 2 Proper construction of the Purchase Letter regarding assignment and disposal of receivables

Ratio Decidendi

BP breached its warranty in clause 5(b) of the Purchase Letter because, due to section 34 of the BP/SAMIR Agreement, BP was prohibited from assigning the receivable as contemplated, and the sale conflicted with an agreement binding on BP. The warranty was therefore false at the material time.

Court Disposition

Judgment for the Claimant

Orders

  • BP to pay NBAD US$68,881,854.62 plus interest to be agreed at NBAD’s cost of funds plus 2%
  • Parties to agree all outstanding consequential matters, including costs