BNP Paribas Trust Corporation UK Limited v URO Property Holdings, S.A

BNP Paribas Trust Corporation UK Limited v URO Property Holdings, S.A

BNPP has a real prospect of success that late certification does not preclude liability for BMWP, that retrospective quotations are permissible given the market context, and that the court can step in to determine the BMWP if the contractual mechanism fails. The contractual language does not make timely certification a condition precedent, and Uro's construction would result in commercially absurd outcomes.

Parties
Claimant: BNP ParIBAS Trust Corporation UK Limited; Defendant: URO Property Holdings, S.A.
Jurisdiction
England and Wales
Judgment Date
16 December 2022
Procedural Posture
Commercial Claim / Summary Judgment/strike Out Application
Outcome
Application for summary judgment and strike-out dismissed
Legal Topics
Contract Interpretation, Summary Judgment, Bond Make Whole Premium, Condition Precedent, Calculation of Financial Obligations
Contract Law Financial Law Contract Interpretation Summary Judgment Bond Make Whole Premium Condition Precedent Calculation of Financial Obligations

Case Brief

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Parties

BNP ParIBAS Trust Corporation UK Limited

Claimant

URO Property Holdings, S.A.

Defendant

Procedural Posture

Commercial Claim / Summary Judgment/strike Out Application

Legal Issues

  1. 1 Whether failure to certify the Bond Make Whole Premium (BMWP) by the contractual deadline extinguishes liability to pay it
  2. 2 Whether the BMWP calculation mechanism requires live quotations or permits retrospective quotations
  3. 3 Whether the court can step in to determine the BMWP if the contractual mechanism fails

Ratio Decidendi

BNPP has a real prospect of success that late certification does not preclude liability for BMWP, that retrospective quotations are permissible given the market context, and that the court can step in to determine the BMWP if the contractual mechanism fails. The contractual language does not make timely certification a condition precedent, and Uro's construction would result in commercially absurd outcomes.

Court Disposition

Application for summary judgment and strike-out dismissed

Orders

  • Claim to proceed to trial
  • Permission to amend particulars of claim granted if summary judgment fails