Yamada Limited v Setara Holdings Inc & Ors

Yamada Limited v Setara Holdings Inc & Ors

The Defendants have no realistic prospect of defending the claim or succeeding on their counterclaims. There is no legal or factual basis to link the LOI to the repayment obligations under the Agreements. The Loan Agreement did not contain the alleged implied terms. The guarantee provisions are enforceable and not unreasonable under UCTA. The entire agreement clauses bar reliance on pre-contractual misrepresentation. The set-off defence is precluded by contract and unsupported by any viable counterclaim.

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
12 February 2024
Procedural Posture
Commercial Claim (loan Enforcement) / Summary Judgment Application
Outcome
Summary judgment granted for the Claimant
Legal Topics
Summary Judgment, Strike Out, Loan Agreements, Guarantees and Indemnities, Misrepresentation, Set Off, Unfair Contract Terms Act (ucta)
Contract Law Banking and Finance Law Civil Procedure Summary Judgment Strike Out Loan Agreements Guarantees and Indemnities 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 Application

Legal Issues

  1. 1 Whether the Defendants have a realistic 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 Loan Agreement contained implied terms linking it to the LOI

Ratio Decidendi

The Defendants have no realistic prospect of defending the claim or succeeding on their counterclaims. There is no legal or factual basis to link the LOI to the repayment obligations under the Agreements. The Loan Agreement did not contain the alleged implied terms. The guarantee provisions are enforceable and not unreasonable under UCTA. The entire agreement clauses bar reliance on pre-contractual misrepresentation. The set-off defence is precluded by contract and unsupported by any viable counterclaim.

Court Disposition

Summary judgment granted for the Claimant

Orders

  • Defendants' defences and counterclaims dismissed
  • Claimant entitled to judgment for the sums claimed under the Agreements