UNICORN TOWER LIMITED AND OTHERS AGAINST HSBC BANK PLC [2018] ScotCS CSOH_30 (03 April 2018)

UNICORN TOWER LIMITED AND OTHERS AGAINST HSBC BANK PLC [2018] ScotCS CSOH_30 (03 April 2018)

The pursuers failed to plead relevant and sufficiently specific averments to establish a collateral agreement, unilateral promise, or personal bar. The facility was contractually repayable on demand, and subsequent continuation letters reinforced this. No implied terms from COBS or a general duty of good faith could override express contract terms or statutory scheme. The Scottish court lacked jurisdiction over the IRSA claim due to the exclusive jurisdiction clause. The pursuers’ claims for damages and release from securities and guarantees were irrelevant and dismissed.

Citation
[2018] ScotCS CSOH_30
Parties
Pursuer: Unicorn Tower Ltd; Pursuer: Second Pursuer (parent company of Unicorn Tower Ltd); Pursuer: Third Pursuer (individual, shareholder/director of Second Pursuer); Defender: HSBC Bank PLC
Jurisdiction
Scotland
Judgment Date
03 April 2018
Procedural Posture
Commercial Action / Judgment on Relevancy and Jurisdiction
Outcome
claims dismissed
Legal Topics
Collateral Agreement, Unilateral Promise, Personal Bar, Implied Terms, Good Faith, Misrepresentation, Jurisdiction Clauses, Mis Selling of Financial Products
Contract Law Banking Law Commercial Law Collateral Agreement Unilateral Promise Personal Bar Implied Terms Good Faith +3 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 5 Authorities cited 23 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Unicorn Tower Ltd

Pursuer

Second Pursuer (parent company of Unicorn Tower Ltd)

Pursuer

Third Pursuer (individual, shareholder/director of Second Pursuer)

Pursuer

HSBC Bank PLC

Defender

Procedural Posture

Commercial Action / Judgment on Relevancy and Jurisdiction

Legal Issues

  1. 1 Whether a collateral agreement or unilateral promise existed to convert a demand facility into a term loan
  2. 2 Whether personal bar precluded HSBC from demanding repayment
  3. 3 Whether terms from the Conduct of Business Sourcebook (COBS) could be implied into the IRSA

Ratio Decidendi

The pursuers failed to plead relevant and sufficiently specific averments to establish a collateral agreement, unilateral promise, or personal bar. The facility was contractually repayable on demand, and subsequent continuation letters reinforced this. No implied terms from COBS or a general duty of good faith could override express contract terms or statutory scheme. The Scottish court lacked jurisdiction over the IRSA claim due to the exclusive jurisdiction clause. The pursuers’ claims for damages and release from securities and guarantees were irrelevant and dismissed.

Court Disposition

claims dismissed

Orders

  • All pursuers’ claims dismissed as irrelevant
  • No jurisdiction over IRSA claim; pursuers to pursue consequential loss in England