06.02.2025
The Court of Appeal has today refused Cerberus’s permission to appeal the Commercial Court’s December 2024 judgment obtained in favour of Banco Sabadell (“Sabadell”).
The case concerned sums due from guarantors in respect of deferred consideration payable for three Spanish real estate portfolios valued at over €4 billion, which Cerberus acquired from Sabadell in 2019. The parties differed as to the circumstances in which the deferred portion of the consideration would be triggered, with reference to the registration of properties in the portfolios.
Following the trial of the dispute in October 2024, the Commercial Court found resoundingly in Sabadell’s favour and awarded the bank damages and interest of over €400 million plus costs. Cerberus subsequently sought permission to appeal the judgment.
The Court of Appeal has today refused permission to appeal, concluding that Cerberus’s appeal “would not have any real prospect of success”. The Court found that Mr Justice Andrew Baker had correctly interpreted the contract in accordance with principles of Spanish law and that he was entitled to reach the conclusion that Sabadell’s interpretation of the contract “had been conclusively proved”. The Court of Appeal further noted that “the proposed appeal represents a selective approach to the totality of the evidence” and that the Judge was entitled to find that Cerberus’s only witness of fact (one of its senior managers) gave false evidence.
The Court of Appeal’s decision represents a definitive end to Cerberus’s claim in England and a vindication of Sabadell’s position which it has maintained from the outset: namely that it was always the common intention of the parties that the deferred consideration would be payable in respect of all registered properties, and that Cerberus’s attempt to re-construe the deal was commercially absurd.
The team at PCB Byrne was led by partner Ben Davies, with assistance from Catherine Eason (partner), Marie Smale (senior associate), Yana Ahlden (associate) and Zoë Vanhegan (paralegal).
Counsel for Sabadell were James Collins KC, Matthieu Gregoire and Akash Sonecha of Essex Court Chambers. PCB Byrne instructed Francisco Malaga of White & Case as a Spanish law expert witness. Assistance was provided throughout the proceedings by a team at Uría Menéndez, led by partner Julio Iglesias.
The Cerberus entities were represented by Kirkland & Ellis (for the guarantors) and Latham & Watkins (for the purchaser).
The full Commercial Court judgment can be found here: https://caselaw.nationalarchives.gov.uk/ewhc/comm/2024/3022
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