The Hellenic Republic v Wilmington Trust (London) Limited

Where a contract defines a price by an express formula, the court must apply that formula. It is immaterial that the resulting contractual price differs from an ordinary market price or from actual traded prices. A reference to bid and ask prices requires genuine prices at which the relevant dealer is prepared to buy or sell, but does not necessarily require trading on the specified market itself.

A day on which the market is open for trading may qualify as a trading day even where the securities cannot in fact be traded there. Implied terms cannot be used to contradict clear express provisions. Declaratory relief may be granted where there is a real dispute, all material arguments have been put before the court, and declarations provide the most effective resolution.

The Hellenic Republic issued GDP-linked securities under a trust deed with Wilmington Trust (London) Limited as trustee. Condition 6.1 permitted Greece to purchase the securities at a Call Price calculated by reference to the Market Price over 30 Trading Days.

Greece gave a purchase option notice in April 2025, calculated the price using bid and ask prices quoted through HDAT, and completed the purchase. Wilmington initially defended the proceedings but later took no active part. Investors communicated their objections through solicitors but did not become parties.

Greece sought declarations concerning the construction and operation of Condition 6.1, including the meaning of Market Price, Trading Day, and the two alternative pricing limbs. The central issues were whether HDAT quotations remained valid after trading in the securities ceased there, whether actual traded prices controlled, and whether declaratory relief was appropriate.

1. Construction of the Call Price. Condition 6.1 gave Call Price an express and exhaustive meaning. Once the relevant Trading Days and Market Prices were identified, calculating the arithmetic mean over 30 days was essentially mechanical.
2. Market Price and actual trades. The contractual Market Price was the figure produced by applying limb (i) or limb (ii) of Condition 6.1. It remained the contractual Market Price even if it differed from the ordinary market price or actual traded prices. The words requiring the amount needed to purchase the securities, read with the reference to bid and ask prices, required genuine and binding prices. They did not require the securities to be traded on HDAT, provided that they could be bought or sold elsewhere at the quoted prices.
3. Trading Day. Limb (i) required HDAT to be open for trading. The provision did not require HDAT to be open for trading in these particular securities. Days after August 2019 therefore remained Trading Days.
4. Application of limb (i). The bid and ask prices quoted on HDAT were genuine binding quotations supplied in accordance with the HDAT Operating Regulations and the Operating Rules of the Primary Dealers System. They were prices quoted or otherwise provided by HDAT. Limb (i) applied on all relevant days. If limb (ii) had applied, quotations from at least three and no more than five primary reference banks would have been required.
5. Implied terms and compliance. The unsuccessful construction arguments could not be re-packaged as implied terms inconsistent with the clear express wording. Greece correctly identified the relevant days, prices and arithmetic means, and complied with Condition 6.1. No bad faith, wilful misconduct or manifest error was established.
6. Declaratory relief. Applying the factors identified in Bank of New York Mellon, London Branch v Essar Steel India Ltd [2018] EWHC 3177 (Ch), there was a real and present dispute, the affected interests were represented, the arguments had been fully put through the filed defence and investor correspondence, and declarations were the most effective means of resolving the uncertainty. Declarations were therefore granted as sought by Greece.