Secure Capital SA v Credit Suisse AG

Secure Capital SA v Credit Suisse AG

The right to sue for breach of contract under the Notes is a contractual issue governed by English law, which only confers standing on the bearer (BNYM) except in limited, expressly provided circumstances. Luxembourg law (Article 8 of the 2001 Law) cannot confer standing on Secure Capital, and is not incorporated into the contract. The appeal is dismissed.

Parties
Appellant: Secure Capital SA; Respondent: Credit Suisse AG
Jurisdiction
England and Wales
Judgment Date
06 October 2017
Procedural Posture
Civil Appeal / Appeal From Summary Judgment (commercial Court) to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Bearer Notes, Immobilised Securities, Standing to Sue, Governing Law, Settlement Systems
Contract Law Conflict of Laws Securities Law Bearer Notes Immobilised Securities Standing to Sue Governing Law Settlement Systems

Case Brief

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Parties

Secure Capital SA

Appellant

Credit Suisse AG

Respondent

Procedural Posture

Civil Appeal / Appeal From Summary Judgment (commercial Court) to Court of Appeal

Legal Issues

  1. 1 Whether an investor with an interest in bearer notes held through Clearstream has a direct contractual claim against the issuer for breach of contract under English law
  2. 2 Whether Luxembourg law (Article 8 of the 2001 Law) confers a right to sue on the investor
  3. 3 Whether the contractual documents incorporate Luxembourg law to confer standing

Ratio Decidendi

The right to sue for breach of contract under the Notes is a contractual issue governed by English law, which only confers standing on the bearer (BNYM) except in limited, expressly provided circumstances. Luxembourg law (Article 8 of the 2001 Law) cannot confer standing on Secure Capital, and is not incorporated into the contract. The appeal is dismissed.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed; summary judgment for Credit Suisse stands