National Westminster Bank Plc v Rabobank Nederland

National Westminster Bank Plc v Rabobank Nederland

Rabobank failed to prove that NWB made any fraudulent or actionable misrepresentations, as the only representations made were not untrue and were not made dishonestly or recklessly. There was no enforceable good faith agreement requiring disclosure of all material facts. NWB did not induce Price Waterhouse to breach professional duty. Rabobank breached clause 21.3(b) of the DoT by bringing claims in California based on NWB's conduct as Agent, and NWB is entitled to damages for the costs incurred in defending those claims.

Parties
Claimant: National Westminster Bank PLC; Defendant: Rabobank Nederland
Jurisdiction
England and Wales
Judgment Date
11 May 2007
Procedural Posture
Commercial Court Trial (high Court of Justice, Queen's Bench Division) / Final Judgment After Full Trial
Outcome
Claim by NWB for damages for breach of clause 21.3(b) of the DoT succeeds; Rabobank's counterclaim dismissed.
Legal Topics
Fraudulent Misrepresentation, Misrepresentation Act 1967 S.2(1), Breach of Good Faith, Breach of Contract, Agency, Workout Banking Practice, Inducing Breach of Duty, Damages for Breach of Jurisdiction/anti Claim Clause
Banking and Finance Law Contract Law Tort Law Fraudulent Misrepresentation Misrepresentation Act 1967 S.2(1) Breach of Good Faith Breach of Contract Agency +3 more

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Parties

National Westminster Bank PLC

Claimant

Rabobank Nederland

Defendant

Procedural Posture

Commercial Court Trial (high Court of Justice, Queen's Bench Division) / Final Judgment After Full Trial

Legal Issues

  1. 1 Whether NWB made fraudulent or actionable misrepresentations to Rabobank during the YFG workout and takeout negotiations
  2. 2 Whether NWB breached a collateral good faith agreement in the negotiation of the Deed of Transfer (DoT)
  3. 3 Whether NWB induced Price Waterhouse to breach professional duty

Ratio Decidendi

Rabobank failed to prove that NWB made any fraudulent or actionable misrepresentations, as the only representations made were not untrue and were not made dishonestly or recklessly. There was no enforceable good faith agreement requiring disclosure of all material facts. NWB did not induce Price Waterhouse to breach professional duty. Rabobank breached clause 21.3(b) of the DoT by bringing claims in California based on NWB's conduct as Agent, and NWB is entitled to damages for the costs incurred in defending those claims.

Court Disposition

Claim by NWB for damages for breach of clause 21.3(b) of the DoT succeeds; Rabobank's counterclaim dismissed.

Orders

  • Judgment for NWB on liability for breach of clause 21.3(b) of the DoT; damages to be assessed.
  • Rabobank's counterclaim dismissed in full.