LSREF III Wight Ltd v Millvalley Ltd [2016] EWHC 466 (Comm) (08 March 2016)

LSREF III Wight Ltd v Millvalley Ltd [2016] EWHC 466 (Comm) (08 March 2016)

Rectification is granted: the parties had a common continuing intention, objectively manifested, that the Restructured Swap Confirmation would be governed by the Millvalley 2002 ISDA Master Agreement and Schedule. The reference to the 1992 form in the Restructured Swap Confirmation was a mistake. The instrument is rectified to reflect the parties' true intention. The Early Termination Amount is due and payable to the claimant.

Citation
[2016] EWHC 466 (Comm)
Parties
Claimant: LSREF III Wight Limited; Defendant: Millvalley Limited
Jurisdiction
England and Wales
Judgment Date
08 March 2016
Procedural Posture
Commercial Claim for Declaratory Relief and Rectification / High Court (commercial Court) Judgment
Outcome
Claim allowed in part; rectification granted; Early Termination Amount payable by defendant to claimant.
Legal Topics
Rectification of Contract, Construction of Contract, ISDA Master Agreement, Interest Rate Swaps, Estoppel by Convention
Contract Law Banking and Finance Law Rectification of Contract Construction of Contract ISDA Master Agreement Interest Rate Swaps Estoppel by Convention

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Parties

LSREF III Wight Limited

Claimant

Millvalley Limited

Defendant

Procedural Posture

Commercial Claim for Declaratory Relief and Rectification / High Court (commercial Court) Judgment

Legal Issues

  1. 1 Whether the Restructured Swap Confirmation is governed by the 2002 or 1992 ISDA Master Agreement
  2. 2 Whether rectification should be granted to reflect the parties' common intention
  3. 3 Whether estoppel by convention applies to prevent Millvalley from denying the application of the 2002 ISDA Master Agreement

Ratio Decidendi

Rectification is granted: the parties had a common continuing intention, objectively manifested, that the Restructured Swap Confirmation would be governed by the Millvalley 2002 ISDA Master Agreement and Schedule. The reference to the 1992 form in the Restructured Swap Confirmation was a mistake. The instrument is rectified to reflect the parties' true intention. The Early Termination Amount is due and payable to the claimant.

Court Disposition

Claim allowed in part; rectification granted; Early Termination Amount payable by defendant to claimant.

Orders

  • Rectification of the Restructured Swap Confirmation to reflect governance by the Millvalley 2002 ISDA Master Agreement and Schedule.
  • Declaration that the Early Termination Amount is due and payable by Millvalley to Wight.