Executive Summary
- The case concerns Kiko UK Ltd’s summary judgment application against Jamino Ltd (in liquidation) and Pianoforte Holdings S.p.A regarding obligations under a lease and related guarantee agreements.
- Central issue: effect of Jamino’s liquidator’s disclaimer of the lease under Insolvency Act 1986 s.178 on Kiko’s liability under an Authorised Guarantee Agreement (AGA) and Pianoforte’s parent company guarantee.
- Court focused on legal construction of the AGA clauses, particularly whether Kiko’s liability ends upon disclaimer.
- Judge Pelling ruled that Kiko’s liability under the AGA continues despite the disclaimer, rejecting the defendants’ interpretation that liability ceases post-disclaimer.
Sanctions Highlights
- — No sanctions implications identified in this litigation.
Emerging Risks
- Potential for increased litigation over interpretation of AGAs following insolvency disclaimers.
- Risk of unsettled liabilities for original tenants and guarantors in commercial lease assignments.
- Possible financial exposure for parent companies providing guarantees in insolvency contexts.
Geopolitical Impact
- UK jurisdictional precedent reinforces statutory and case law on lease disclaimers and guarantees.
- Clarifies application of Insolvency Act 1986 and Landlord and Tenant (Covenants) Act 1995 in UK commercial property law.
- Impacts UK commercial leasing and insolvency practices, influencing landlord-tenant risk allocation.
Economic Intelligence
- Liability for lease obligations persists for original tenants and guarantors despite assignee liquidation and disclaimer.
- Parent company guarantees remain enforceable, potentially increasing financial liabilities for corporate groups.
- Could affect credit risk assessments and lease negotiations in UK commercial real estate markets.
Strategic Recommendations
- Parties involved in lease assignments should carefully draft AGAs to explicitly address disclaimer scenarios.
- Corporate groups should review and possibly limit exposure under parent company guarantees.
- Legal counsel should monitor evolving case law on insolvency disclaimers to advise clients on risk mitigation.
- Landlords and tenants should consider the implications of this ruling in lease and guarantee negotiations.
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**Source Notes:**
Sanctions Intelligence Digest, [https://empyreanprotocol.com/litigation/view/www.bailii.org/ew/cases/EWHC/Comm/2025/720.html](https://empyreanprotocol.com/litigation/view/www.bailii.org/ew/cases/EWHC/Comm/2025/720.html)