Maple Leaf Macro Volatility Master Fund & Anor v Rouvroy & Anor [2009] EWHC 257 (Comm) (19 February 2009)

Maple Leaf Macro Volatility Master Fund & Anor v Rouvroy & Anor [2009] EWHC 257 (Comm) (19 February 2009)

The court finds that a binding Funding Agreement was concluded between the claimants and defendants on 25 July 2007, evidenced by the signed termsheet (Version 9), with sufficient certainty and intention to create legal relations. The absence of Lion Capital's signature and witnessing does not invalidate the contract. The termination provision is not penal and is enforceable. The English court has jurisdiction under the Brussels Regulation and the contract's jurisdiction clause. The defendants did not make fraudulent misrepresentation. Astin did not contravene the relevant Conduct of Business rules and the counterclaim fails.

Citation
[2009] EWHC 257 (Comm)
Parties
Claimant: Maple Leaf Macro Volatility Master Fund; Claimant: Astin Capital Management Limited; Defendant: Jacques Rouvroy; Defendant: Krzystof Trylinski
Jurisdiction
England and Wales
Judgment Date
19 February 2009
Procedural Posture
Commercial Court Claim / Final Judgment After Trial
Outcome
Claim allowed in part; counterclaim dismissed
Legal Topics
Formation of Contract, Intention to Create Legal Relations, Certainty of Terms, Fraudulent Misrepresentation, Jurisdiction, Penalty Clauses, Financial Services and Markets Act 2000, Conduct of Business Rules
Contract Law Commercial Law Fraud Financial Regulation Formation of Contract Intention to Create Legal Relations Certainty of Terms Fraudulent Misrepresentation +4 more

Case Brief

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Parties

Maple Leaf Macro Volatility Master Fund

Claimant

Astin Capital Management Limited

Claimant

Jacques Rouvroy

Defendant

Krzystof Trylinski

Defendant

Procedural Posture

Commercial Court Claim / Final Judgment After Trial

Legal Issues

  1. 1 Whether a binding Funding Agreement was concluded
  2. 2 Whether the defendants made fraudulent misrepresentation
  3. 3 Whether the termination provision is penal

Ratio Decidendi

The court finds that a binding Funding Agreement was concluded between the claimants and defendants on 25 July 2007, evidenced by the signed termsheet (Version 9), with sufficient certainty and intention to create legal relations. The absence of Lion Capital's signature and witnessing does not invalidate the contract. The termination provision is not penal and is enforceable. The English court has jurisdiction under the Brussels Regulation and the contract's jurisdiction clause. The defendants did not make fraudulent misrepresentation. Astin did not contravene the relevant Conduct of Business rules and the counterclaim fails.

Court Disposition

Claim allowed in part; counterclaim dismissed

Orders

  • Defendants to pay claimants the amount due under the Funding Agreement
  • Counterclaim against Astin dismissed