Yamada Ltd v Setara Holdings Inc & Ors [2024] EWHC 3095 (Comm) (02 December 2024)

Yamada Ltd v Setara Holdings Inc & Ors [2024] EWHC 3095 (Comm) (02 December 2024)

The defendants have no real prospect of establishing that the claimant was a party to the LOI or that any breach of the LOI excuses their payment obligations under the loan agreements. The guarantee clause is enforceable and reasonable under UCTA. The entire agreement clause precludes reliance on alleged misrepresentation. Set-off is contractually excluded. Summary judgment is granted for the claimant.

Citation
[2024] EWHC 3095 (Comm)
Parties
Claimant: Yamada Limited; Defendant: Setara Holdings Inc; Defendant: Setara Group Inc.; Defendant: Lynk do Brasil Servicos Financeiros Ltda; Defendant: BP Token Products Digitais Ltda; Defendant: Enrico Crasso; Defendant: Tariq Najam; Defendant: Stefano Castagnola; Defendant: Sohail Najam
Jurisdiction
England and Wales
Judgment Date
02 December 2024
Procedural Posture
Commercial Claim (loan Enforcement) / Summary Judgment/strike Out Application
Outcome
Summary judgment granted for the claimant.
Legal Topics
Summary Judgment, Strike Out, Guarantee and Indemnity, Unfair Contract Terms Act 1977, Misrepresentation, Set Off, Implied Terms
Contract Law Commercial Law Banking and Finance Summary Judgment Strike Out Guarantee and Indemnity Unfair Contract Terms Act 1977 Misrepresentation +2 more

Case Brief

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Parties

Yamada Limited

Claimant

Setara Holdings Inc

Defendant

Setara Group Inc.

Defendant

Lynk do Brasil Servicos Financeiros Ltda

Defendant

BP Token Products Digitais Ltda

Defendant

Enrico Crasso

Defendant

Tariq Najam

Defendant

Stefano Castagnola

Defendant

Sohail Najam

Defendant

Procedural Posture

Commercial Claim (loan Enforcement) / Summary Judgment/strike Out Application

Legal Issues

  1. 1 Whether the defendants have a real prospect of defending the claim for repayment under the loan and guarantee agreements
  2. 2 Whether the defendants can rely on alleged breaches of a Letter of Intent (LOI) to avoid liability
  3. 3 Whether the guarantee clause is unenforceable under the Unfair Contract Terms Act 1977

Ratio Decidendi

The defendants have no real prospect of establishing that the claimant was a party to the LOI or that any breach of the LOI excuses their payment obligations under the loan agreements. The guarantee clause is enforceable and reasonable under UCTA. The entire agreement clause precludes reliance on alleged misrepresentation. Set-off is contractually excluded. Summary judgment is granted for the claimant.

Court Disposition

Summary judgment granted for the claimant.

Orders

  • Defendants' defences and counterclaims struck out.
  • Defendants to pay the outstanding principal and interest as claimed.