Jones v BWE International Ltd.

Jones v BWE International Ltd.

The requirement in Article 14.2.1 to 'specify' the price means the price must be fixed and certain at the date of the Offer Notice. A formula-based or deferred price, not ascertainable at the relevant date, does not satisfy this requirement. The Articles contemplate simultaneous payment and transfer, and do not permit completion to be delayed until a future ascertainment of price. A transfer in breach of this requirement is void.

Parties
Appellant/defendant: Phillip Jones; Respondent/claimant: BWE International Limited
Jurisdiction
England and Wales
Judgment Date
18 February 2003
Procedural Posture
Civil Appeal / 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

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 4 Party arguments 2 Amounts and remedies 5
Sign in to unlock

Parties

Phillip Jones

Appellant/defendant

BWE International Limited

Respondent/claimant

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division)

Legal Issues

  1. 1 Whether a Transfer Notice under Article 14.2.1 of the Articles of Association must specify a fixed and certain price at the date of the Offer Notice
  2. 2 Whether a formula-based or deferred price satisfies the requirement to 'specify' the price under the Articles

Ratio Decidendi

The requirement in Article 14.2.1 to 'specify' the price means the price must be fixed and certain at the date of the Offer Notice. A formula-based or deferred price, not ascertainable at the relevant date, does not satisfy this requirement. The Articles contemplate simultaneous payment and transfer, and do not permit completion to be delayed until a future ascertainment of price. A transfer in breach of this requirement is void.

Court Disposition

Appeal allowed

Orders

  • Respondents to pay the costs of the appellant up to 13 May 2002
  • Appellant to pay the costs of the respondent of this action