Paribas Trust Corporation UK Limited v Uro Property Holdings S.A

Late amendments are assessed by balancing their timing, explanation, prejudice, merits and the interests of other court users. An amendment is very late where it would cause the trial date, or effective finality on liability, to be lost. A heavy burden then lies on the applicant. The court should not conduct a mini-trial, but must consider the merits sufficiently to decide whether permitting the amendment is just. A construction amendment which causes no material disruption should generally be allowed unless plainly hopeless. By contrast, inadequately pleaded claims with weak or speculative prospects may properly be refused where they would require substantial new evidence, disclosure or a further trial.

BNP Paribas Trust Corporation UK Limited sought recovery of approximately €250 million under a securitisation-related loan agreement and applied at the pre-trial review to amend its particulars of claim. The proposed amendments included construction, breach of contract and estoppel claims. The defendant opposed the amendments, relying on lateness, prejudice, inadequate pleading and limitation. The central issue was whether the amendments could fairly be introduced shortly before a three-week trial without disrupting the trial timetable or requiring substantial further preparation.

1. The application was granted in part. The proposed contractual construction amendment was allowed. The breach of contract and estoppel amendments were refused.
2. The amendments were late or very late. The existing timetable left little or no spare time. The breach of contract and estoppel claims would require further disclosure, witness evidence and preparation, and would jeopardise the trial or effective finality on liability.
3. The explanation that the amendments arose from recently served expert evidence was not a good explanation. The relevant Spanish-law issues had been raised in correspondence, pleadings and lists of issues from an early stage.
4. The court was required to balance the lateness, explanation, prejudice, merits and the justice owed to the applicant, opponent and other court users. It was permissible to examine the merits sufficiently for that balancing exercise, but not to conduct a mini-trial.
5. The construction argument required little or no additional evidence and was not self-evidently bad. It could therefore proceed within the trial timetable.
6. The proposed breach of contract claim was inadequately pleaded. It depended on knowledge or belief without a proper factual basis, was time-barred under section 5 of the Limitation Act 1980, and could not be rescued by the unpleaded borrower-secured-obligation or indemnity arguments. The proposed claim was fanciful or hopeless.
7. The estoppel case depended principally on an alleged unqualified representation in the prospectus. The prospectus did not properly provide such a representation and, in any event, the qualified representation in clause 16.14 would require evidence concerning knowledge, belief and reliance. The proposed estoppel case was speculative and fanciful, and could not sensibly be tried without substantial additional work.