The Court will look at the commercial objectives of the parties in order to make sense of the detailed terms of their contract.
Between 7 and 11 June 2013, HCC International Insurance Company Plc (the “Seller”) sold a portion of its commitment under a senior facilities agreement to Barclays Bank Plc, who in turn sold it on to GSO Credit – A Partnership LP (the “Buyer”). The parties to the sale later disagreed as to what had been transferred and, while the Seller argued that it had only sold its rights under the senior facilities agreement, the Buyer argued that it had purchased both the rights and obligations.
- The Seller had sold both its rights and obligations under the senior facilities agreement.
- The commercial interpretation of the transaction (and the Loan Management Association terms to which it was subject) was that the Buyer had purchased a position under the senior facilities agreement.
In one of the first cases to be referred to the Financial List, as hoped, the Judge was pragmatic and commercial. The Judge drew heavily on the LMA’s guidance on interpreting its documents and the decision will be of great benefit to the secondary loan market, where the 2012 Loan Management Association terms are extensively employed.