New Business Law

According to clause 10.3 of the JVA, the defendant guaranteed that ASL would perform its obligations under the agreement. In addition to this, clause 2.12 of the JVA obliged ASL to repay to the claimant all monies that the claimant had advanced in pursuance of its loan facility. Furthermore, clause 4.3 of the facility letter entitled the claimant to debit to ASL's loan account 'any management charge' Texas bankruptcy law.

The claimant alleged that a sum of £97,762, which included interest, was due to be paid by the defendant in accordance with the guarantee. Although the claim included only a small part of the outstanding loan, it was substantially made for 'management charges'. Those charges were divided into:

§ Charges relating to the facility letter; and

§ Charges provided for in the cash flow appraisal.

The claimant applied for a summary judgement under CPR 24. As the management charges were due pursuant to the facility letter, the issue before the judge was whether the JVA and the facility letter constituted one agreement or two separate agreements.

If they were one agreement, the defendant accepted (subject to any other defence it might have) that it would be liable for the management charges. If they were two separate agreements, the claimant accepted that the defendant would not be liable.