India Infrastructure Finance Company (UK) Limited v Reliance Naval & Engineering Limited & Ors
[2023] EWHC 1612 (KB)
Richard Sandor Frischmann v Vaxeal Holdings SA & Ors
3 November 2023
[2023] EWHC 2698 (Ch)
High Court
Someone loaned money, then assigned the right to get it back to someone else. The people who owed the money tried to argue they didn't have to pay, but the judge said they did and ordered them to pay back the money and provide information about their finances.
Key Facts
- •Richard Sandor Frischmann (claimant) sought summary judgment against IDM Ventures Limited and Christopher Samuelson (defendants) for sums due under loan and guarantee agreements assigned to him, and for information disclosure.
- •Loans of £1,000,000 and £165,000 were advanced by Dr. Willem Frischmann to IDM, with Mr. Samuelson guaranteeing the second loan.
- •A subsequent agreement modified repayment terms but was not fully executed.
- •Dr. Frischmann assigned his rights to Mr. Frischmann.
- •Defendants argued the assignment was ineffective, notice was insufficient, the claim was compromised, repayment was conditional on salvage, and the guarantee assignment was invalid.
- •A consent order required the defendants to provide financial information, which they allegedly failed to do completely.
- •The claimant also sought a mandatory injunction for contractual disclosure of information.
Legal Principles
Summary judgment test: Realistic prospect of success, not a mini-trial.
Easyair Ltd v Opal Telecom Ltd [2009] EWHC 339 (Ch)
Assignment of debt: Requires writing under assignor's hand and notice to debtor (s.136 Law of Property Act 1925).
Law of Property Act 1925
Powers of Attorney Act 1971: Allows agent to sign own name.
Powers of Attorney Act 1971
Equitable assignment: Consideration not always required for existing choses in action.
Technocrats International Ltd v Fredic Ltd (No. 1) [2004] EWHC 692 (QB); Holt v Heatherfield Trust [1942] 2 KB 1
Compromise: Requires consideration; accord without satisfaction is ineffective.
Morris v Baron and Co [1918] AC 1
Contractual interpretation: Operative parts prevail over recitals; court seeks to give effect to agreements.
Chartbrook Ltd v Persimmon Homes Ltd [2009] 1 AC 1101
Mandatory injunction: Discretionary, but generally granted unless disproportionate or harsh.
SDI Retail Services Ltd v The Rangers Football Club Ltd [2018] EWHC 2772
Outcomes
Assignment was valid equitable assignment.
Although not complying with s.136, the assignment manifested Dr. Frischmann’s intention to assign and consideration was unnecessary for existing choses in action; defendants couldn't challenge it.
Notice of assignment was sufficient.
The letter conveyed the assignment's fact and made it plain to the defendants.
Guarantee was validly assigned.
The operative parts of the assignment clearly included the guarantee, correcting a mistake in the recitals.
Interest rate in Guarantee was 12%.
The reference to a non-existent base rate was struck out.
March Agreement was not an enforceable compromise.
No actual payment was made as required; mere promise to pay early isn't enough.
Collateral agreement defence failed.
Unconvincing, unparticularized, unsupported by evidence, and inconsistent with contemporaneous documents.
Summary judgment granted for money claims and information disclosure.
Defendants had no realistic prospect of success on any defense.