Liquidated Irish lender the Irish Bank Resolution Corporation Limited has won the dismissal of a lawsuit brought against it by a property development company that owns large parts of Camden Market in London.
Camden Market Group, which took out a £195m loan from IBRC’s predecessor Anglo Irish Bank in 2005, has been seeking a court order blocking IBRC from selling the loan on, saying it would hinder the marketing of the properties the group was developing, and could stop them getting the best price.
IBRC sought to have the claim struck out, but in a judgment in May 2014, a High Court judge disagreed. In a ruling today, a three judge panel at the Court of Appeal in London overturned the 2014 ruling and awarded summary judgment to IBRC.
Camden Market Group took out the loan to redevelop parts of Camden Lock Village and Stables Market, Camden. It planned to improve value by achieving planning permission for development, according to today’s judgment.
Although planning permission proved “more complicated” than Camden Market Group had anticipated, in 2012 its advisers, Jones Lang LaSalle valued the properties in the portfolio at £370m without planning permission and £395m with planning permission.
Later that year delays obtaining planning permission led to the group extending the loan and taking out £10m more debt and signing a facilities agreement that would become central to the case.
By this point, the Irish government had merged the lenders Anglo Irish Bank and Irish Nationwide Building Society into IBRC. Both lenders had become state owned following a government bailout in the wake of the 2008 crash.
The dispute arose after the Irish government’s February 2013 decision to liquidate the bank, handing it over to accounting firm KPMG to sell off the loan book.
Camden Market Group’s loan was one of the loans in the sale portfolio. The group itself, according to today’s judgment, was also marketing the properties it was developing.
In October 2013 Camden Market Group started legal proceedings against IBRC seeking a declaration that IBRC should not hinder the group’s marketing of its properties “by marketing the ‘sale’ of the loans in competition” with the group.
In its pleadings the group claimed breach of contract, based on an implied term in the 2012 facilities agreement.
However, in today’s ruling Beatson LJ said that IBRC had an “express and unrestricted power” to market the loans that “cannot, as a matter of law, be circumscribed by and implied qualification”.
“Camden Market Group’s case is bad in law, and the group has no real prospects of succeeding on it. Accordingly I would allow the appeal and enter summary judgment for IBRC,” he said.
Irish Bank Resolution Corporation Limited (in special liquidation) v Camden Market Holdings Corp and others
Court of Appeal (Longmore LJ, Beatson LJ, Sales LJ)
Anthony Zacaroli QC, Stephen Robins (instructed by Linklaters LLP) for the appellant.
Alan Gourey QC, Thomas Robinson (instructed by Herbert Smith Freehills LLP) for the respondent.
