Royal Bank Of Scotland Plc v Hicks & Ors

Royal Bank Of Scotland Plc v Hicks & Ors

The Former Owners have no real prospect of establishing implied terms obliging RBS not to frustrate refinancing or to cooperate with refinancing requests, as the April 2010 documentation was oriented solely towards a sale and not refinancing. However, the allegations regarding RBS’s role in the sale process, breach of duties, and conspiracy require determination at trial due to the close nexus with the English Directors’ proceedings and the need for oral testimony. Summary judgment and strike out applications are refused; permission to amend Defence and Counterclaim is granted conditionally upon provision of security for RBS’s costs.

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
Civil / Interlocutory Applications—summary Judgment, Strike Out, Amendment of Pleadings
Outcome
Summary judgment and strike out applications refused; permission to amend Defence and Counterclaim granted conditionally.
Legal Topics
Implied Terms, Collateral Contracts, Breach of Duty, Good Faith, Conspiracy, Confidentiality, Summary Judgment, Strike Out, Conditional Orders, Case Management
Banking and Finance Company Law Contract Law Implied Terms Collateral Contracts Breach of Duty Good Faith Conspiracy +5 more

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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

Civil / Interlocutory Applications—summary Judgment, Strike Out, Amendment of Pleadings

Legal Issues

  1. 1 Whether implied terms or collateral contracts existed obliging RBS not to frustrate refinancing or to cooperate with refinancing requests
  2. 2 Whether RBS breached duties of good faith or duty to obtain best price in realising assets
  3. 3 Whether RBS acted as de facto or shadow director and breached fiduciary duties

Ratio Decidendi

The Former Owners have no real prospect of establishing implied terms obliging RBS not to frustrate refinancing or to cooperate with refinancing requests, as the April 2010 documentation was oriented solely towards a sale and not refinancing. However, the allegations regarding RBS’s role in the sale process, breach of duties, and conspiracy require determination at trial due to the close nexus with the English Directors’ proceedings and the need for oral testimony. Summary judgment and strike out applications are refused; permission to amend Defence and Counterclaim is granted conditionally upon provision of security for RBS’s costs.

Court Disposition

Summary judgment and strike out applications refused; permission to amend Defence and Counterclaim granted conditionally.

Orders

  • Former Owners granted permission to amend Defence and Counterclaim subject to provision of security for RBS’s costs.
  • Application for summary judgment/strike out by RBS refused.