Re Sigma Finance Corporation [2009] UKSC 2 is an English contract law case and the first substantive decision in the Supreme Court of the United Kingdom concerning principles of interpretation.
This resulted in forced selling by many investors at the same time causing the value of Sigma's assets to fall short of the amount it needed to pay the secured creditors.
The STD provided that in such an event there should be a 60-day realisation period during which the trustees should use Sigma's assets to create, as far as possible, two pools of funds relating to its short- and long-term liabilities.
Certain creditors argued that the clause required Sigma's receivers to allocate assets to its short-term liabilities pari passu i.e. equally and without preference; other creditors argued that a 'pay as you go' approach should be adopted with assets allocated according to the dates on which liabilities fell due, starting with the earliest.
Mr Justice Sales held that the natural meaning of Clause 7.6 was that assets were to be distributed according to the dates when the relevant debts became due within the realisation period i.e. that the 'pay as you go' approach was the correct one.
The court should look at the document as a whole rather than focus on a single phrase, including any background information which would have been available to the parties at the time the contract was agreed.
It was also held to be improbable that commercial parties would contemplate that priority would be conferred to some creditors over others by the fortuitous timing of whose debts fell due during the realisation period.