Decura IM Investments LLP & Ors v UBS AG, London Branch

Decura IM Investments LLP & Ors v UBS AG, London Branch

Decura failed to prove that UBS ceased to carry on a material part of its Investment Bank business as required by clause 20.3 of the Agreement. Even if there was a cessation, Decura did not establish that UBS's ability to market EBS products was materially impaired. The reductions in products, sales force, and client base did not amount to cessation of a specific part of business nor did they objectively impair marketing ability. Judgment for UBS.

Parties
Claimant: Decura IM Investments LLP; Claimant: Decura IM LLP; Claimant: Decura PT1 Investments LLP; Claimant: Decura PT1 LLP; Claimant: Decura IP LLP; Defendant: UBS AG, London Branch
Jurisdiction
England and Wales
Judgment Date
30 January 2015
Procedural Posture
Commercial / Judgment
Outcome
Judgment for Defendant
Legal Topics
Material Adverse Change Clauses, Termination of Contract, Interpretation of Contractual Terms
Contract Law Commercial Law Material Adverse Change Clauses Termination of Contract Interpretation of Contractual Terms

Case Brief

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Parties

Decura IM Investments LLP

Claimant

Decura IM LLP

Claimant

Decura PT1 Investments LLP

Claimant

Decura PT1 LLP

Claimant

Decura IP LLP

Claimant

UBS AG, London Branch

Defendant

Procedural Posture

Commercial / Judgment

Legal Issues

  1. 1 Interpretation of 'material' in termination clause
  2. 2 Whether Project Accelerate constituted cessation of a material part of UBS IB business
  3. 3 Whether such cessation had a material adverse effect on UBS's ability to market EBS products

Ratio Decidendi

Decura failed to prove that UBS ceased to carry on a material part of its Investment Bank business as required by clause 20.3 of the Agreement. Even if there was a cessation, Decura did not establish that UBS's ability to market EBS products was materially impaired. The reductions in products, sales force, and client base did not amount to cessation of a specific part of business nor did they objectively impair marketing ability. Judgment for UBS.

Court Disposition

Judgment for Defendant