Adare Finance DAC v Yellowstone Capital Management SA & Anor

Adare Finance DAC v Yellowstone Capital Management SA & Anor

The Defendants' defences of unconscionable bargain, economic duress, unlawful penalty, and option to pay are unsustainable as a matter of law and fact; the Extension Fee Deed was commercially negotiated, not oppressive, and not imposed in bad faith; acceleration clause is not penal; counterclaim is released by Deed of Termination; summary judgment is granted as there is no real prospect of success and no compelling reason for trial.

Parties
Claimant: Adare Finance DAC; Defendant: Yellowstone Capital Management SA; Defendant: Michel Ohayon
Jurisdiction
England and Wales
Judgment Date
19 October 2020
Procedural Posture
Commercial Claim / Summary Judgment Application
Outcome
Summary judgment granted for Claimant; Defendants' counterclaim dismissed.
Legal Topics
Summary Judgment, Unconscionable Bargain, Economic Duress, Penalty Clauses, Loan Agreements, Counterclaim, Acceleration Clauses
Contract Law Commercial Law Equity Summary Judgment Unconscionable Bargain Economic Duress Penalty Clauses Loan Agreements +2 more

Case Brief

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Parties

Adare Finance DAC

Claimant

Yellowstone Capital Management SA

Defendant

Michel Ohayon

Defendant

Procedural Posture

Commercial Claim / Summary Judgment Application

Legal Issues

  1. 1 Whether the Extension Fee Deed is an unconscionable bargain and unenforceable
  2. 2 Whether the Defendants were victims of economic duress
  3. 3 Whether the acceleration clause in the New Facility Agreement is an unlawful penalty

Ratio Decidendi

The Defendants' defences of unconscionable bargain, economic duress, unlawful penalty, and option to pay are unsustainable as a matter of law and fact; the Extension Fee Deed was commercially negotiated, not oppressive, and not imposed in bad faith; acceleration clause is not penal; counterclaim is released by Deed of Termination; summary judgment is granted as there is no real prospect of success and no compelling reason for trial.

Court Disposition

Summary judgment granted for Claimant; Defendants' counterclaim dismissed.

Orders

  • Judgment for Claimant for US$10,539,779 plus default interest and costs
  • Defendants' Defence and Counterclaim struck out