Royal Bank Of Scotland Plc v Hicks & Ors [2012] EWHC 2699 (Ch) (22 October 2012)

Royal Bank Of Scotland Plc v Hicks & Ors [2012] EWHC 2699 (Ch) (22 October 2012)

The Former Owners have no real prospect of establishing the implied terms regarding refinancing, as the April 2010 documentation was oriented solely towards a sale and did not contemplate refinancing. The implied terms are neither necessary nor obvious. Permission to amend the Defence and Counterclaim to plead implied terms concerning refinancing is refused. However, the broader factual disputes regarding RBS's role in the sale process, alleged breaches of duty, and conspiracy require determination at trial. Summary judgment or strike out is inappropriate at this stage due to unresolved factual issues and the existence of parallel proceedings involving similar allegations.

Citation
[2012] EWHC 2699 (Ch)
Parties
Claimant: The Royal Bank of Scotland PLC; Defendant: Thomas O. Hicks; Defendant: George N. Gillett; Defendant: KOP Football (Cayman) Limited; Defendant: KOP Football (Holdings) Limited; Defendant: KOP Football Limited; Claimant: Sir Martin Broughton; Defendant: UKSV Holdings Company Limited; Defendant: NESV I LLC; Defendant: KOP Investment LLC; Third Party: Christian Mark Cecil Purslow; Third Party: Ian Ayre
Jurisdiction
England and Wales
Judgment Date
22 October 2012
Procedural Posture
Commercial/chancery (banking, Company Law, Contract) / Interlocutory Applications (summary Judgment, Strike Out, Permission to Amend Pleadings)
Outcome
Permission to amend Defence and Counterclaim to plead implied terms regarding refinancing refused; permission to amend to plead other matters granted; summary judgment and strike out applications refused; case to proceed to trial.
Legal Topics
Implied Contractual Terms, Summary Judgment, Strike Out Applications, Negative Declaratory Relief, Fiduciary Duties, Conspiracy, Breach of Good Faith, Mortgagee Duties, Confidential Information, Collateral Contract, Anti Suit Injunctions
Banking and Finance Company Law Contract Law Civil Procedure Implied Contractual Terms Summary Judgment Strike Out Applications Negative Declaratory Relief +7 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 8 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Parties

The Royal Bank of Scotland PLC

Claimant

Thomas O. Hicks

Defendant

George N. Gillett

Defendant

KOP Football (Cayman) Limited

Defendant

KOP Football (Holdings) Limited

Defendant

KOP Football Limited

Defendant

Sir Martin Broughton

Claimant

UKSV Holdings Company Limited

Defendant

NESV I LLC

Defendant

KOP Investment LLC

Defendant

Christian Mark Cecil Purslow

Third Party

Ian Ayre

Third Party

Procedural Posture

Commercial/chancery (banking, Company Law, Contract) / Interlocutory Applications (summary Judgment, Strike Out, Permission to Amend Pleadings)

Legal Issues

  1. 1 Whether RBS owed implied contractual duties to permit or not frustrate refinancing
  2. 2 Whether RBS breached duties of good faith or to obtain best price on realisation of security
  3. 3 Whether RBS acted as de facto or shadow director and owed fiduciary duties

Ratio Decidendi

The Former Owners have no real prospect of establishing the implied terms regarding refinancing, as the April 2010 documentation was oriented solely towards a sale and did not contemplate refinancing. The implied terms are neither necessary nor obvious. Permission to amend the Defence and Counterclaim to plead implied terms concerning refinancing is refused. However, the broader factual disputes regarding RBS's role in the sale process, alleged breaches of duty, and conspiracy require determination at trial. Summary judgment or strike out is inappropriate at this stage due to unresolved factual issues and the existence of parallel proceedings involving similar allegations.

Court Disposition

Permission to amend Defence and Counterclaim to plead implied terms regarding refinancing refused; permission to amend to plead other matters granted; summary judgment and strike out applications refused; case to proceed to trial.

Orders

  • Permission to amend Defence and Counterclaim to plead implied terms regarding refinancing refused
  • Permission to amend Defence and Counterclaim to plead other matters granted