Source: All England Reporter
Publisher Citation: [2010] All ER (D) 214 (Oct)
Neutral Citation: [2010] EWCA Civ 1248
Court: Court of Appeal, Civil Division
Judge:

Longmore, Jacob LJJ and Kitchin J (judgment delivered extempore)
Representation Robin Knowles QC and Tom Smith (instructed by Quinn Emanuel Urquhart & Sullivan UK LLP) for the claimants.
  Anthony Zacaroli QC (instructed by Allen & Overy LLP) for the first defendant.
  Mark Hapgood QC and David Allison (instructed by Kirkland & Ellis International LLP) appeared on behalf of the second defendant.
  William Trower QC and Marcus Haywood (instructed by Linklaters LLP) appeared on behalf of the third to eighth defendants.
Judgment Dates: 22 October 2010

Catchwords

Contract - Construction - Contractual term - Commercial sense - Claimant companies making loans to group of companies with first defendant as group's security trustee - Parties entering into intercreditor agreement (ICA) providing, inter alia, for disposal of group's assets - Subsequent plans to restructure group's indebtedness including release of all guarantees and security granted by relevant group companies to claimants - Claimants objecting to release of group companies' liabilities without claimants' consent on basis that ICA not permitting such action - Meaning of 'release of the Obligor or holding company' in relevant clause.

The Case

Contract Construction. The Court of Appeal, Civil Division, construed the meaning of certain words in an intercreditor agreement between the parties; if a clause in an agreement was capable of two meanings neither would make common sense and therefore it would be best to take the more commercially sensible interpretation.

Practice Areas

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