Jones v BWE International Ltd. [2003] EWCA Civ 298 (18 February 2003)

Jones v BWE International Ltd. [2003] EWCA Civ 298 (18 February 2003)

A Transfer Notice under Article 14.2.1 must specify a fixed and certain price at the date of the Offer Notice. A formula-based or deferred price, which cannot be ascertained at the relevant time, does not comply with the Articles. The process requires certainty and simultaneity of payment and transfer, and the Articles do not permit completion to be delayed until a future ascertainment of price.

Citation
[2003] EWCA Civ 298
Parties
Appellant/defendant: Phillip Jones; Respondent/claimant: BWE International Limited
Jurisdiction
England and Wales
Judgment Date
18 February 2003
Procedural Posture
Appeal (civil) / Appeal From High Court, Chancery Division
Outcome
Appeal allowed
Legal Topics
Articles of Association, Share Transfer, Pre Emption Rights, Interpretation of Contracts
Company Law Articles of Association Share Transfer Pre Emption Rights Interpretation of Contracts

Case Brief

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Parties

Phillip Jones

Appellant/defendant

BWE International Limited

Respondent/claimant

Procedural Posture

Appeal (civil) / Appeal From High Court, Chancery Division

Legal Issues

  1. 1 Whether a Transfer Notice under Article 14.2.1 of BWE Ltd's Articles of Association must specify a fixed and certain price at the date of the Offer Notice or whether a formula-based or deferred price suffices.

Ratio Decidendi

A Transfer Notice under Article 14.2.1 must specify a fixed and certain price at the date of the Offer Notice. A formula-based or deferred price, which cannot be ascertained at the relevant time, does not comply with the Articles. The process requires certainty and simultaneity of payment and transfer, and the Articles do not permit completion to be delayed until a future ascertainment of price.

Court Disposition

Appeal allowed

Orders

  • Respondent to pay appellant's costs up to 13 May 2002
  • Appellant to pay respondent's costs of the action