Ineos Upstream Limited & Ors v Joseph Boyd & Anor
[2023] EWHC 1756 (Ch)
Rolls-Royce Holdings Plc v Goodrich Corporation
1 August 2023
[2023] EWHC 2002 (Comm)
High Court
Two companies had a contract dispute. One company won money, but they disagreed about extra interest charges. The judge said the contract already had a rule about extra interest, and the winning company didn't follow it correctly. So, the judge didn't give them extra interest, but they did get interest on the money after the judgment.
Key Facts
- •Rolls-Royce Holdings PLC (Claimant) and Goodrich Corporation (Defendant) dispute pre-judgment interest on a $112,285,440 award.
- •The dispute centers on whether clause 44 of the ECSURS contract precludes or conditions the award of statutory interest under s.35A of the Senior Courts Act 1981.
- •Goodrich initially claimed statutory interest, and later added a debt claim.
- •Rolls-Royce argued that clause 44, a contractual interest provision, prevents Goodrich from claiming statutory interest, or limits the rate and period.
- •Goodrich argued that clause 44 is an indemnity, not a provision for interest 'per se', and that it doesn't apply to damages, only debt.
Legal Principles
Section 35A of the Senior Courts Act 1981 allows courts to award interest on debts and damages.
Senior Courts Act 1981
Contractual interest provisions generally displace the court's discretion to award statutory interest under s.35A.
Standard Chartered Bank v Ceylon Petroleum Corp [2011] EWHC 2094 (Comm); Starbev GP Limited v Interbrew Central European Holdings BV [2014] EWHC 2863 (Comm)
The court considers contractual agreements as a powerful factor when exercising its discretion to award statutory interest.
Barton v Morris [2023] UKSC 3
A contractual interest rate can preclude the award of statutory interest, even if s.35A(4) is not directly engaged.
Standard Chartered Bank v Ceylon Petroleum Corp [2011] EWHC 2094 (Comm); Starbev GP Limited v Interbrew Central European Holdings BV [2014] EWHC 2863 (Comm)
When determining whether to reduce or disallow interest due to unreasonable delay, the court considers whether the claimant's delay was unreasonable and caused the defendant a windfall.
Claymore Services Ltd v Nautilus Properties Ltd [2007] EWHC 805 (TCC); Derby Resources AG v Blue Corinth Marine Co Ltd (The Athenian Harmony) (No. 2) [1998] 2 Lloyd's Law Reports 425
Contractual rights to interest do not generally prevent a judgment creditor from receiving statutory post-judgment interest under the Judgments Act 1838.
Standard Chartered Bank v Ceylon Petroleum Corp [2011] EWHC 2094 (Comm)
Outcomes
No pre-judgment interest awarded under s.35A.
Clause 44 of the ECSURS is a comprehensive contractual mechanism for addressing interest on late payments; Goodrich failed to meet its conditions; awarding statutory interest would contradict the parties' agreement.
Post-judgment interest awarded at the US Prime rate.
Clause 44 does not apply to post-judgment interest; the court has discretion under s.44A of the Administration of Justice Act 1970.
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