Edmond De Rothschild Securities (UK) Ltd v Exillon Energy Plc

Edmond De Rothschild Securities (UK) Ltd v Exillon Energy Plc

On the true construction of clause 3(b)(iii) of the Engagement Letter, Rothschild is entitled to the success fee if Worldview reduced its shareholding below 5%, regardless of whether Rothschild was an effective cause of the sale. The clause is clear, certain, and does not require proof of effective cause. The contract is not a typical agency contract and its terms prevail over general agency principles.

Parties
Claimant: Edmond de Rothschild Securities (UK) Limited; Defendant: Exillon Energy PLC
Jurisdiction
England and Wales
Judgment Date
02 July 2014
Procedural Posture
Commercial / Summary Judgment Application
Outcome
summary judgment granted for claimant
Legal Topics
Construction of Contract, Success Fee Entitlement, Agency Principles
Contract Construction of Contract Success Fee Entitlement Agency Principles

Case Brief

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Parties

Edmond de Rothschild Securities (UK) Limited

Claimant

Exillon Energy PLC

Defendant

Procedural Posture

Commercial / Summary Judgment Application

Legal Issues

  1. 1 Whether claimant's right to payment of a success fee is conditional on proof that its activities were an effective cause of the success
  2. 2 Proper construction of the Engagement Letter

Ratio Decidendi

On the true construction of clause 3(b)(iii) of the Engagement Letter, Rothschild is entitled to the success fee if Worldview reduced its shareholding below 5%, regardless of whether Rothschild was an effective cause of the sale. The clause is clear, certain, and does not require proof of effective cause. The contract is not a typical agency contract and its terms prevail over general agency principles.

Court Disposition

summary judgment granted for claimant

Orders

  • Claimant awarded US $300,753.11