Edgeworth Capital (Luxembourg) SARL & Anor v Ramblas Investments BV

Edgeworth Capital (Luxembourg) SARL & Anor v Ramblas Investments BV

A Payment Event occurred on 30th December 2010 when the repayment of the Junior Loan fell to be made, triggering the fee under the UFA; the fee is not a penalty as it is remuneration for finance provided and not damages for breach; the fee must be calculated based on actual cash flows, resulting in a fee of €91,513,066.92.

Parties
Claimant/respondent: Edgeworth Capital (Luxembourg) S.Á. R. L; Claimant/respondent: Aabar Block S.Á. R. L; Defendant/appellant: Ramblas Investments B.V.
Jurisdiction
England and Wales
Judgment Date
28 April 2016
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal allowed in part
Legal Topics
Construction of Contract, Penalty Clauses, Internal Rate of Return Calculation
Contract Law Commercial Law Construction of Contract Penalty Clauses Internal Rate of Return Calculation

Case Brief

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Parties

Edgeworth Capital (Luxembourg) S.Á. R. L

Claimant/respondent

Aabar Block S.Á. R. L

Claimant/respondent

Ramblas Investments B.V.

Defendant/appellant

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether a Payment Event occurred under the Upside Fee Agreement (UFA)
  2. 2 Whether the fee payable under the UFA is an unenforceable penalty
  3. 3 How the fee under the UFA should be calculated

Ratio Decidendi

A Payment Event occurred on 30th December 2010 when the repayment of the Junior Loan fell to be made, triggering the fee under the UFA; the fee is not a penalty as it is remuneration for finance provided and not damages for breach; the fee must be calculated based on actual cash flows, resulting in a fee of €91,513,066.92.

Court Disposition

Appeal allowed in part

Orders

  • Vary the judge’s order to reflect the correct fee amount of €91,513,066.92