Edgeworth Capital (Luxembourg) SARL & Anor v Ramblas Investments BV

Edgeworth Capital (Luxembourg) SARL & Anor v Ramblas Investments BV

The acceleration of the Junior Loan following cross-default under the Personal Loan constituted a Payment Event under the UFA, entitling the Claimants to the fee. Clause 2.1 of the UFA was not a penalty as it was not triggered by a breach of duty owed by Ramblas to the Claimants, and in any event, was commercially...

Source-derived case information.

Parties
Claimant: Edgeworth Capital (Luxembourg) S.A.R.L; Claimant: Aabar Block S.A.R.L; Defendant: Ramblas Investments B.V.
Jurisdiction
England and Wales
Judgment Date
30 January 2015
Procedural Posture
Commercial Contract Claim / Judgment After Trial
Outcome
Judgment for the Claimants
Legal Topics
Construction of Contract, Penalty Clauses, Interest on Judgment Debts
Contract Law Banking and Finance Construction of Contract Penalty Clauses Interest on Judgment Debts

Source-derived case record

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Parties

Edgeworth Capital (Luxembourg) S.A.R.L

Claimant

Aabar Block S.A.R.L

Claimant

Ramblas Investments B.V.

Defendant

Procedural Posture

Commercial Contract Claim / Judgment After Trial

Legal Issues

  1. 1 Whether a Payment Event occurred under the Upside Fee Agreement (UFA) entitling the Claimants to a fee upon acceleration of the Junior Loan due to cross-default under the Personal Loan
  2. 2 Whether clause 2.1 of the UFA is unenforceable as a penalty or disguised penalty under English law
  3. 3 Whether the Claimants are entitled to interest on the fee claimed

Ratio Decidendi

The acceleration of the Junior Loan following cross-default under the Personal Loan constituted a Payment Event under the UFA, entitling the Claimants to the fee. Clause 2.1 of the UFA was not a penalty as it was not triggered by a breach of duty owed by Ramblas to the Claimants, and in any event, was commercially justifiable. The Claimants are entitled to the fee and simple interest at 2% above the applicable Euribor rate.

Court Disposition

Judgment for the Claimants

Orders

  • Ramblas to pay the Claimants the fee of €105,201,095.89 under the UFA
  • Ramblas to pay simple interest on the fee at 2% above the applicable Euribor rate