Maple Leaf Macro Volatility Master Fund & Anor v Rouvroy & Anor [2009] EWCA Civ 1334 (17 November 2009)

Maple Leaf Macro Volatility Master Fund & Anor v Rouvroy & Anor [2009] EWCA Civ 1334 (17 November 2009)

A binding contract was formed between the appellants and respondents on 25 July 2007, subject to Lion Capital's participation, which was satisfied by conduct and email. The absence of Lion Capital's signature did not prevent the agreement from becoming binding. Objective conduct, not subjective intention, determines contractual obligation.

Citation
[2009] EWCA Civ 1334
Parties
Appellant: M Rouvroy; Appellant: M Trylinski; Respondent: Maple Leaf Macro Volatility Master Fund; Respondent: Astin Capital Management Limited
Jurisdiction
England and Wales
Judgment Date
17 November 2009
Procedural Posture
Appeal / Judgment
Outcome
appeal dismissed
Legal Topics
Formation of Contract, Intention to Create Legal Relations, Prescribed Mode of Acceptance, Conditional Agreements
Contract Law Commercial Law Formation of Contract Intention to Create Legal Relations Prescribed Mode of Acceptance Conditional Agreements

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Parties

M Rouvroy

Appellant

M Trylinski

Appellant

Maple Leaf Macro Volatility Master Fund

Respondent

Astin Capital Management Limited

Respondent

Procedural Posture

Appeal / Judgment

Legal Issues

  1. 1 Whether a binding contract existed between appellants and respondents
  2. 2 Effect of Lion Capital's participation as a condition precedent
  3. 3 Relevance of subjective intention to be bound

Ratio Decidendi

A binding contract was formed between the appellants and respondents on 25 July 2007, subject to Lion Capital's participation, which was satisfied by conduct and email. The absence of Lion Capital's signature did not prevent the agreement from becoming binding. Objective conduct, not subjective intention, determines contractual obligation.

Court Disposition

appeal dismissed

Orders

  • Application refused
  • Appellants to pay substantial sums as ordered by Andrew Smith J