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United Kingdom braganzaloan agreementsimplied terms

SpiceJet refers to UBS AG v Rose Capital Ventures Ltd

[2018] EWHC 3137 (Ch)
JurisdictionUnited Kingdom
CourtHigh Court of Justice, Chancery Division
Year2018
StatusPersuasive authority

Key Principle

Where a sophisticated commercial loan agreement between parties of broadly equal bargaining strength confers an express, clearly worded absolute discretion (here to demand early repayment on notice), the court will not imply a Braganza duty of rationality/good faith, because such a term is neither necessary for business efficacy nor so obvious as to go without saying.

Area of Law

General

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