CL-2022-000456 - [2025] EWHC 1938 (Comm)

The Banks alleged that by reason of an implied term, or as a matter of construction, the Banks are not obliged to pay if this would be unlawful under EU sanctions. Although not pleaded strictly as an alternative, this case also has to be seen in the light of the arguments concerning the rule in Ralli Brothers.

If the Banks succeed in their case on the rule in Ralli Brothers, or on the related argument concerning public policy, the implied term contended for is not necessary. If they fail on both those arguments, this will be because the rule in Ralli Brothers and the public policy argument derived from Ryder Industries Ltd v Chan Shui Woo are too narrow to accommodate the facts of the case. If so, I do not see how it can be said that the parties’ unexpressed but obvious mutual intention was that the effect of the Bonds should be different from the result that would be arrived at merely by applying the law to the facts.