The National Bank of Greece had been created under the law of Greece. By a Greek decree, the bank was dissolved and, by the same decree, amalgamated with another bank into a new banking corporation under the name of ‘National Bank of Greece and Athens’. The Greek decree provided that the new bank was the ‘universal successor’ to the rights and obligations of the former banks.
Held: For the purposes of determining who was the nominated guarantor of certain bonds, the question was not one of contract (which was governed by English law) but one as to the status of the new bank. The House rejected the contention that ‘status’ was ‘confined to the existence, powers and dissolution of the new corporation’. It held that the question of the transfer of liabilities from the old bank to the new was a matter of, or pertaining to, the new bank’s ‘status’.
Held: Since English law looks to the law of incorporation for matters of status, and because Greek law provided that the new bank was the universal successor to the old bank, the new bank could be sued for the dissolved National Bank of Greece’s obligations as guarantor of certain bonds, although the question of whether the bonds were enforceable against the new bank was governed by English law.
Viscount Simonds, Lord Tucker, Lord Keith, Lord Morton
[1958] AC 509, [1957] 2 QB 33, [1957] 3 All ER 608
England and Wales
Citing:
Cited – New Zealand Loan and Mercantile Agency Company Limited v Christina Morrison PC 15-Dec-1897
(Victoria) . .
Cited by:
Cited – Global Distressed Alpha Fund 1 Ltd Partnership v Pt Bakrie Investindo ComC 17-Feb-2011
Action on an instrument of guarantee.
Held: judgment for the Claimant in respect of the principal sum of US$2m. and such interest payments as were due. . .
Cited – Goldman Sachs International v Novo Banco SA SC 4-Jul-2018
A banking facility was provided under a contract applying English law and jurisdiction. The parties now disputed whether on an assignment the dispute was to be resolved under Portuguese law.
Held: Recognition in the United Kingdom of measures . .
Lists of cited by and citing cases may be incomplete.
Updated: 29 July 2021; Ref: scu.659390
