Rayden & Anor v Edwardo Ltd & Anor

Rayden & Anor v Edwardo Ltd & Anor

The SPA required payment of the £3.2 million cash alternative on the Second Completion Date, which had already accrued. The guarantee was sufficiently broad to require payment by the Second Defendant regardless of insolvency set-off or warranty claims. The defendants had affirmed the SPA and could not rescind it;...

Source-derived case information.

Parties
Claimant: Clive Rayden; Claimant: Paul Rayden; Defendant: Edwardo Limited (in Members’ Voluntary Liquidation); Defendant: Vincent Tchenguiz
Jurisdiction
England and Wales
Judgment Date
05 November 2008
Procedural Posture
Commercial / Summary Judgment
Outcome
summary judgment for claimants
Legal Topics
Guarantee, Share Sale Agreement, Insolvency Set Off, Rescission, Summary Judgment
Contract Company Insolvency Guarantee Share Sale Agreement Insolvency Set Off Rescission Summary Judgment

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Parties

Clive Rayden

Claimant

Paul Rayden

Claimant

Edwardo Limited (in Members’ Voluntary Liquidation)

Defendant

Vincent Tchenguiz

Defendant

Procedural Posture

Commercial / Summary Judgment

Legal Issues

  1. 1 When did the obligation to pay the £3.2 million under the SPA accrue?
  2. 2 Does insolvency set-off under Rule 4.90 affect the guarantor's liability?
  3. 3 Is rescission of the SPA available to the defendants?

Ratio Decidendi

The SPA required payment of the £3.2 million cash alternative on the Second Completion Date, which had already accrued. The guarantee was sufficiently broad to require payment by the Second Defendant regardless of insolvency set-off or warranty claims. The defendants had affirmed the SPA and could not rescind it; even if rescission were available, restitution was impossible. Summary judgment was appropriate.

Court Disposition

summary judgment for claimants

Orders

  • Second Defendant to pay £3.2 million (less £20,000 per calendar month for early payment before 31 December 2008)
  • Declaration that Second Defendant is liable to pay equal monthly instalments of £18,875 to the Claimants (75% to CR, 25% to PR) from the date of the order to 31 March 2010