Contractual duties of good faith: Court of Appeal confirms context is king

The Court of Appeal has allowed an appeal in a case which provides important clarification around the scope and construction of contractual provisions obliging the parties to act in good faith: Re Compound Photonics Group Ltd; Faulkner v Vollin Holdings Ltd [2022] EWCA Civ 1371. Although set in a non-financial context, the decision will be of … Read more

Court of Appeal confirms reflective loss rule will bar claims of former shareholders of a dissolved company because the principle must be determined at time of alleged loss

The Court of Appeal has upheld a decision of the High Court to strike out a claim by the former shareholders of a dissolved company against an investor on the basis that all the losses claimed were barred by the reflective loss principle: Burnford & Ors v Automobile Association Developments Ltd [2022] EWCA Civ 1943. … Read more

Court of Appeal confirms identity of those instructing lawyers not generally protected by litigation privilege

The Court of Appeal has held that the identity of those instructing lawyers on behalf of a corporate client are not generally protected by litigation privilege: Loreley Financing (Jersey) No 30 Ltd v Credit Suisse Securities (Europe) [2022] EWCA Civ 1484. The court rejected the notion that litigation privilege protects all information falling within a “zone of … Read more

High Court confirms interest rate swaps entered into with Italian municipal authority were valid, lawful and binding on the parties

The High Court has allowed a summary judgment application by an Italian bank seeking declarations to the effect that certain interest rate swaps entered into with an Italian municipal authority were valid, lawful and binding on the parties: Dexia Crediop SPA v Provincia Di Pesaro E Urbino [2022] EWHC 2410 (Comm). This is an interesting … Read more

Green credentials: walking an advertising tightrope

In October 2022, the Advertising Standards Authority (the ASA) ruled for the first time that a bank had misrepresented its green credentials and engaged in so-called “greenwashing“. In this blog post, we consider how banks and financial services institutions can fall within the remit of the ASA’s advertising codes and the potential risks associated with … Read more

High Court finds no continuing event of default under ISDA Master Agreements once administration of counterparty terminates

The High Court has allowed an application for directions made by the administrators of an investment bank concerning the construction and effect of various standard form events of default provisions which were included in the 1992 and 2002 versions of the ISDA Master Agreements (multi-currency cross border versions) in relation to certain swaps entered into … Read more