BWT Aktiengesellschaft v Force India Formula One Team Ltd & Anor (Rev 1)

BWT Aktiengesellschaft v Force India Formula One Team Ltd & Anor (Rev 1)

Clause 18.2 of the CRA unambiguously provides that, upon termination under that clause, the payments made under clauses 17.1.2.1 and 17.1.2.2 are retained by the company and are not repayable to BWT, whether in accordance with clause 18.5 or otherwise. The DOV did not amend or supersede this provision for terminations under clause 18.2, and its clause 2.1.2 only created additional repayment rights in specified circumstances, not for termination for convenience. The clear contractual language governs, and BWT's claim for repayment fails.

Parties
Appellant: BWT Aktiengesellschaft; 1st Respondent: Force India Formula One Team Limited (in liquidation); 2nd Respondent: Geoffrey Paul Rowley (as liquidator of named company)
Jurisdiction
England and Wales
Judgment Date
18 May 2021
Procedural Posture
Civil Appeal / Judgment on Appeal From the Insolvency and Companies List (ch D)
Outcome
Appeal dismissed
Legal Topics
Contract Interpretation, Termination of Contracts, Proof of Debt in Liquidation, Sponsorship Agreements, Contra Proferentem
Contract Law Insolvency Law Contract Interpretation Termination of Contracts Proof of Debt in Liquidation Sponsorship Agreements Contra Proferentem

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Parties

BWT Aktiengesellschaft

Appellant

Force India Formula One Team Limited (in liquidation)

1st Respondent

Geoffrey Paul Rowley (as liquidator of named company)

2nd Respondent

Procedural Posture

Civil Appeal / Judgment on Appeal From the Insolvency and Companies List (ch D)

Legal Issues

  1. 1 Whether, on termination of the CRA under clause 18.2, part of the amounts paid by BWT to the company under clauses 17.1.2.1 and 17.1.2.2 of the CRA were repayable to BWT.
  2. 2 Whether clause 2.1.2 of the Deed of Variation created a new payment regime superseding the CRA for the 2018 Fees.

Ratio Decidendi

Clause 18.2 of the CRA unambiguously provides that, upon termination under that clause, the payments made under clauses 17.1.2.1 and 17.1.2.2 are retained by the company and are not repayable to BWT, whether in accordance with clause 18.5 or otherwise. The DOV did not amend or supersede this provision for terminations under clause 18.2, and its clause 2.1.2 only created additional repayment rights in specified circumstances, not for termination for convenience. The clear contractual language governs, and BWT's claim for repayment fails.

Court Disposition

Appeal dismissed