In its complaint filed with a court in Singapore, Metro Alliance alleged that the bank failed to comply with the conditions stipulated under the agreement they entered into.
Metro Alliance claimed that the agreement stipulated that upon deposit of $1.635 million, WESTLB AG would immediately effect the full assignment and transfer of the legal and beneficial title to the assets of Metro Alliance as well as obtain the necessary consents required by the loan agreement.
Metro Alliance said these were the conditions precedent for payment of the balance of the purchase price in the amount of $8.76 million.
In the same complaint, Metro Alliance alleged that the bank’s failure to comply constituted "repudiatory breach" of the trade confirmation agreement and the option agreement governing the transaction.
The complaint further said that since the bank did not comply with the twin conditions precedent, there was no consideration or reason for Metro Alliance to pay the balance of the purchase price.
Metro Alliance also pointed out that Polymax Worldwide Ltd. subsequently purchased 100 percent of the BPC loan from the International Finance Corp. for and in behalf of Metro Alliance.
"WESTLB AG could not therefore transfer the asset subject of the transaction. Metro Alliance subsequently issued several demands for WESTLB AG to return the $1.635 million to Metro Alliance to no avail," Metro Alliance said.
Polymax, a company incorporated in the British Virgin Islands, was used as the acquisition vehicle in the purchase of its polyethylene plant from BP Holdings, Malaysia’s Petronas and Japan’s Sumitomo Corp.
WESTLB AG has a registered branch in Singapore where the suit was filed.
Incorporated in 1929, Metro Alliance is a holding company with investments in subsidiaries and affiliates whose products range from services such as third-party logistics and pharmacy benefits management, to chemical products.