Steenbok Newco 10 Sarl & Anor v Formal Holdings Limited & Ors
[2024] EWHC 1160 (Comm)
Paribas Trust Corporation UK Limited v Uro Property Holdings S.A
24 September 2024
[2024] EWHC 2542 (Comm)
High Court
A company (BNPP) tried to add new claims to its lawsuit against another company (Uro) right before trial. The judge said it was too late and the new claims were weak, so they weren't allowed. Only a small part of the changes was approved.
Key Facts
- •BNP Paribas Trust Corporation UK Limited (BNPP) claims €250 million from Uro Property Holdings, S.A. (Uro) for a secured contractual debt.
- •The debt is a 'bond make whole premium' arising from redeemed bonds within a complex securitisation structure.
- •Uro counterclaims €20 million against BNPP for breach of contract.
- •BNPP seeks to amend its re-amended particulars of claim (RAPOC) to include estoppel arguments, a breach of contract claim, and a contractual construction point.
- •The proposed amendments are considered late or very late, given the proximity to the trial date.
Legal Principles
The test for allowing late amendments depends on whether they are 'late' or 'very late'. Very late amendments, potentially causing trial date loss, require a heavy onus on the applicant to justify them.
CNM Estates (Tolworth Tower) v Carvill-Biggs [2023] 1 WLR 4335, Quah Su-Ling v Goldman Sachs International [2015] EWHC 759 (Comm)
Lack of a good explanation for a late amendment is not fatal but a factor in the balancing exercise.
Tatneft and Bogolyubov [2020] EWHC 623 (Comm), Vilca v XSTRATA [2017] EWHC 2096 QB
When considering late amendments, the court reviews the nature of the amendment, the explanation for its timing, and consequences regarding wasted and additional work. A 'mini-trial' is inappropriate.
CNM Estates (Tolworth Tower) v Carvill-Biggs [2023] 1 WLR 4335
Amendments must have real prospects of success. The court considers the merits, prejudice to the opposing party, and justice to all parties involved.
Various cases cited, implicit throughout judgment
Claims for breach of contract are subject to limitation periods (five years under the Limitation Act 1980, section 5).
Limitation Act 1980 section 5
Outcomes
Permission granted for the amendment relating to the contractual construction point.
This amendment is considered late but causes minimal additional work or prejudice.
Permission refused for the amendments relating to the breach of contract and estoppel claims.
These amendments are considered very late, lack a good explanation for the delay, would cause significant prejudice to the defendant, and have little prospect of success.
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