Yamada Ltd v Setara Holdings Inc & Ors

Mark Wassouf (instructed by DLA Piper UK LLP) for the Claimant Maria Mulla (instructed by Withers LLP) for the 1st � 4th and 6th � 8th Defendants Kendya Goodman (instructed by Buckles Solicitors LLP) for the 5th Defendant Hearing dates: 22 and 23 October 2024 Draft judgment circulated to parties: 27 November 2024 ____________________

(1) According to Section 2.1 of the Settlement Agreement the Borrower undertook to pay in cash by means of a wire transfer of immediately available funds to the Lender (a) four hundred thousand US Dollars (USD 400,000) on 11 November 2022 (" Initial Payment ") and thereafter (b) two million US Dollars (USD 2,000,000) on the 16th of December 2022 (the " Last Instalment Payment ").

(2) According to Section 3.1 of the Settlement Agreement the Guarantors irrevocably and unconditionally agreed (a) that their obligations under the Loan Agreement (i) would remain in full force and effect until full settlement of the Debt and (ii) would not be affected by the entering into and execution of the Settlement Agreement and (b) that the guarantees provided under the Loan Agreement would be extended to cover the aggregate of the Initial Payment and the Last Instalment Payment.

(3) Recital B to the Settlement Agreement acknowledged that an Event of Default had occurred on 7 October 2022 when the Borrower " failed to repay the Term Loan together with accrued and unpaid interests � ".

(4) Recital D of the Settlement Agreement recorded that the Borrower had informed the Lender of its intention to settle, compromise, and finally resolve, upon the terms and conditions set forth in the Settlement Agreement, all of the disputes and potential disputes between them in connection with the Debt and the Loan Agreement (the " Disputes ").