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CRF 1 Limited v Banco Nacional de Cuba & Anor

[2024] EWCA Civ 1409
A Cuban bank (BNC) owed a lot of money. The debt was sold to a new company (CRF). BNC argued that the sale wasn't properly done because the right paperwork wasn't signed. The court decided that the sale was valid, even without all the signatures, and the new company can get paid.

Key Facts

  • BNC is the principal debtor under two loan agreements (governed by English law) executed in 1984.
  • The loan agreements contain jurisdiction clauses and waivers of sovereign immunity.
  • BNC's total indebtedness exceeds €70 million.
  • The debts were assigned to CRF in 2019 via ICBC.
  • The assignment required BNC's prior consent, which was given via email by Ms. Martí and subsequently confirmed by Mr. Lozano.
  • BNC challenged the jurisdiction of the English courts and the validity of the assignment.
  • The central issue was whether the consent to assignment was valid under Cuban law.

Legal Principles

Validity of consent to assignment under Cuban law.

Cuban Civil Code Article 59, Decree-Law No. 181 (1998), Resolution No. 10 of 2016 (Signature Rules), BNC Statutes, BNC Handbook.

Standard of appellate review of foreign law findings.

Perry v Lopag Trust Reg [2023] UKPC 16

Construction of contractual notice provisions.

Loan agreement clauses 20A, 19B.

Outcomes

Appeal dismissed.

The Court of Appeal upheld the High Court's decision that the debts were validly assigned to CRF. Ms. Martí had delegated authority to consent to the assignment, and the Signature Rules did not invalidate her consent. The notice of assignment was also deemed validly delivered.

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