LSREF III Wight Ltd v Millvalley Ltd

LSREF III Wight Ltd v Millvalley Ltd

The Restructured Swap Confirmation, although not governed by the Millvalley 2002 ISDA Master Agreement as a matter of construction, should be rectified to reflect the parties' common intention that it be governed by the Millvalley 2002 ISDA Master Agreement and Schedule. The Early Termination Amount is due and payable to Wight, together with costs and interest, and the costs indemnity is assignable under section 7(b) of the ISDA Master Agreement.

Parties
Claimant: LSREF III Wight Limited; Defendant: Millvalley Limited
Jurisdiction
England and Wales
Judgment Date
08 March 2016
Procedural Posture
Commercial Court Claim / Judgment After Trial
Outcome
Claim allowed; rectification granted; Early Termination Amount payable with costs and interest.
Legal Topics
Rectification, Estoppel by Convention, Interpretation of ISDA Master Agreements, Interest Rate Swaps, Early Termination Amounts
Contract Law Banking Law Financial Derivatives Rectification Estoppel by Convention Interpretation of ISDA Master Agreements Interest Rate Swaps Early Termination Amounts

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Parties

LSREF III Wight Limited

Claimant

Millvalley Limited

Defendant

Procedural Posture

Commercial Court Claim / Judgment After Trial

Legal Issues

  1. 1 Whether the Restructured Swap Confirmation is governed by the Millvalley 2002 ISDA Master Agreement or the 1992 ISDA Master Agreement
  2. 2 Whether the Restructured Swap Confirmation should be rectified to reflect the Millvalley 2002 ISDA Master Agreement
  3. 3 Whether Millvalley is estopped by convention from denying the application of the Millvalley 2002 ISDA Master Agreement

Ratio Decidendi

The Restructured Swap Confirmation, although not governed by the Millvalley 2002 ISDA Master Agreement as a matter of construction, should be rectified to reflect the parties' common intention that it be governed by the Millvalley 2002 ISDA Master Agreement and Schedule. The Early Termination Amount is due and payable to Wight, together with costs and interest, and the costs indemnity is assignable under section 7(b) of the ISDA Master Agreement.

Court Disposition

Claim allowed; rectification granted; Early Termination Amount payable with costs and interest.

Orders

  • Restructured Swap Confirmation to be rectified as specified in the judgment.
  • Early Termination Amount of £4,282,518.90 plus interest payable to Wight.