Aries GNH (Operations) Ltd v Robson Asset Management Manco Ltd (Rev 1)

Aries GNH (Operations) Ltd v Robson Asset Management Manco Ltd (Rev 1)

The Deed and Intercreditor Agreement must be read together. The power to release the respondent's liabilities under the Main Management Agreement was limited by the timeframe in the Intercreditor Agreement. The Release Notice was not served within the required period, so the liabilities were not released. The respondent has a genuine and serious cross-claim equal to or exceeding the petition debt, defeating the winding up petition.

Parties
Petitioner: Aries GNH (Operations) Limited; Respondent: Robson Asset Management Manco Limited
Jurisdiction
England and Wales
Judgment Date
26 October 2020
Procedural Posture
Winding Up Petition / Judgment on Petition and Cross Claim
Outcome
Petition dismissed
Legal Topics
Winding Up Petitions, Cross Claims, Interpretation of Contracts, Release of Liabilities
Insolvency Contract Winding Up Petitions Cross Claims Interpretation of Contracts Release of Liabilities

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Parties

Aries GNH (Operations) Limited

Petitioner

Robson Asset Management Manco Limited

Respondent

Procedural Posture

Winding Up Petition / Judgment on Petition and Cross Claim

Legal Issues

  1. 1 Whether the respondent's cross-claim equals or exceeds the petition debt and defeats the winding up petition
  2. 2 Whether the Duty of Care Deed and Intercreditor Agreement operated to release the respondent's entitlement to incentive fees under the Main Management Agreement

Ratio Decidendi

The Deed and Intercreditor Agreement must be read together. The power to release the respondent's liabilities under the Main Management Agreement was limited by the timeframe in the Intercreditor Agreement. The Release Notice was not served within the required period, so the liabilities were not released. The respondent has a genuine and serious cross-claim equal to or exceeding the petition debt, defeating the winding up petition.

Court Disposition

Petition dismissed

Orders

  • The petition is dismissed. The parties are invited to agree an order.