Fons HF v Corporal Ltd & Anor

Fons HF v Corporal Ltd & Anor

The definition of 'Shares' in Clause 1.1 of the Charge does not extend to include Fons’ rights under the SLAs; the terms 'other securities' and 'debentures' in context do not encompass unsecured loan agreements, and a reasonable objective observer would not interpret them as such.

Parties
Claimant: Fons HF (In Liquidation); Defendant: Corporal Limited; Defendant: Pillar Securitisation S.A.R.L.
Jurisdiction
England and Wales
Judgment Date
28 June 2013
Procedural Posture
Commercial / Judgment
Outcome
Claim allowed; declaration granted that the SLAs are not caught by the charge.
Legal Topics
Interpretation of Security Instruments, Definition of 'securities' and 'debentures', Shareholder Loan Agreements, Legal Charge Over Shares
Commercial Law Contract Law Company Law Interpretation of Security Instruments Definition of 'securities' and 'debentures' Shareholder Loan Agreements Legal Charge Over Shares

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Parties

Fons HF (In Liquidation)

Claimant

Corporal Limited

Defendant

Pillar Securitisation S.A.R.L.

Defendant

Procedural Posture

Commercial / Judgment

Legal Issues

  1. 1 Whether Clause 3.1.1 of the Legal Charge extends to Fons’ rights under shareholder loan agreements (SLAs)
  2. 2 Interpretation of 'other securities' and 'debentures' in the charge definition

Ratio Decidendi

The definition of 'Shares' in Clause 1.1 of the Charge does not extend to include Fons’ rights under the SLAs; the terms 'other securities' and 'debentures' in context do not encompass unsecured loan agreements, and a reasonable objective observer would not interpret them as such.

Court Disposition

Claim allowed; declaration granted that the SLAs are not caught by the charge.

Orders

  • No need for parties to attend handing down of judgment.
  • If costs and outstanding matters are agreed, submit draft order for approval.