High Court rules OpenPayd reserve obligation does not survive contract termination

The High Court has ruled that an e-money provider's contractual right to require a customer to maintain a reserve account does not survive termination of their agreement, requiring the immediate repayment of funds withheld amid an investigation into a suspected multi-million euro fraud.

In QuidPay Finance Limited v SettleGo Solutions Limited (trading as OpenPayd) [2026] EWHC 1991 (Ch), Lance Ashworth KC, sitting as a Deputy Judge of the Chancery Division, determined a preliminary issue on the proper construction of OpenPayd's General Terms of Use in a dispute that arose after OpenPayd suspended QuidPay's accounts following a suspected authorised push payment fraud linked to a Croatian shipyard.

OpenPayd provided QuidPay with electronic money accounts, which QuidPay in turn used to offer payment services downstream. After identifying irregularities connected to a payment of nearly €9 million routed through the chain of accounts, OpenPayd suspended QuidPay's accounts and, shortly before the parties' agreement terminated, served a notice under clause 15 of the general terms requiring QuidPay to maintain a reserve equivalent to the shipyard's claim plus anticipated costs. OpenPayd deducted the relevant e-money from QuidPay's accounts and credited an equivalent sum to a separate ledger it controlled. QuidPay subsequently terminated the agreement, and the parties agreed that if the reserve obligation did not survive termination, OpenPayd would be liable to repay the funds immediately.

The dispute centred on whether clause 15, which was not among the provisions expressly stated to survive termination under clause 22.8, nonetheless gave rise to an accrued right permitting OpenPayd to continue holding the reserve. Applying the established principles of contractual construction summarised in cases including Wood v Capita Insurance Services Ltd [2017] UKSC 24 and Arnold v Britton [2015] AC 1619, the judge held that the natural meaning of the obligation to "maintain" a reserve connoted an ongoing state of affairs rather than a one off step, and that this obligation ceased once the underlying agreement came to an end.

The judge rejected OpenPayd's argument that its own practice, namely deducting e-money and crediting a separate ledger outside the customer's control, demonstrated the correct construction of the clause, describing this as an impermissible attempt to reason backwards from post-contractual conduct. He found nothing in the general terms clearly and prominently establishing such an arrangement as a condition of redemption, as would be required under regulation 40 of the Electronic Money Regulations 2011, and noted that OpenPayd's own subsequently amended terms, which expressly provided for a distinct reserve mechanism outside the e-money regime, could not retrospectively justify the earlier wording.

Having considered competing commercial sense arguments from both sides, including OpenPayd's concern that customers could simply serve notice of termination to defeat a reserve requirement, and QuidPay's countervailing concern that OpenPayd could impose a reserve requirement immediately before termination to escape its repayment obligations, the judge concluded that neither outcome was so absurd as to displace the plain wording of the contract. The allocation of risk, he held, was simply a matter of how the parties had chosen to contract.

The reserve obligation was accordingly found not to survive termination, meaning OpenPayd was obliged to repay the withheld funds to QuidPay with immediate effect, with the question of any additional interest left for further submissions.