The Court of Appeal has allowed an appeal from what was one of the last judgments given by Field J before he retired.
The first instance trial involved multiple disputes between Russian-based investment bank Renaissance Capital and African Minerals Limited (“AML”), a company which indirectly owned a significant iron ore mine in Sierra Leone.
Renaissance had claimed, on a variety of legal bases, fees on a number of corporate finance transactions undertaken by AML. The Judge dismissed most of the claims, but awarded $30m to Renaissance as a commission on an investment into the mining project of $1.5bn by a Chinese state-owned steel mill. (Renaissance had claimed $100m.)
AML appealed (on the basis that it was not liable at all) and Renaissance cross-appealed (seeking the full $100m).
The appeal turned on the construction of a bespoke engagement letter, which provided that a commission would be payable if a sale ‘consummated’ within one year of the engagement being terminated. Field J held that the deal ‘consummated’ as soon as its main terms had been agreed. The Court of Appeal disagreed, upholding AML’s argument that the sale was only ‘consummated’ when it actually completed. The Court of Appeal relied on two matters in particular in reaching this conclusion: the ordinary meaning of the word ‘consummated’; and the fact that, in a preceding contract between the same parties, of which the subject contract was an amended version, the parties had used ‘consummated’ in contradistinction to agreement, and that their continuing use of the word ‘consummated’ in the amended contract indicated that the same concept was intended.
Following argument on the main appeal, the Court of Appeal indicated that it had formed a clear view in light of which it did not require argument on the cross-appeal, which was therefore dismissed.
The judgment is here.
Mark Howard QC, Tom Adam QC and Colin West (instructed by Morrison & Foerster UK LLP) appeared on behalf of the appellant, AML.