Liddle & Anor v Liddle & Ors [2017] EWHC 2261 (Ch) (13 September 2017)

Liddle & Anor v Liddle & Ors [2017] EWHC 2261 (Ch) (13 September 2017)

The partnership agreement's acceleration clause applies such that the full purchase price for outgoing partners' shares is now due and payable, regardless of whether the price had been ascertained at the time. No contractual interest is payable on the 20% element, but statutory interest may be awarded. The statutory demands must be set aside as the debt was not liquidated at the time of service, since the accountants' figures were successfully challenged and the contractual machinery for ascertainment had not been properly completed.

Citation
[2017] EWHC 2261 (Ch)
Parties
Claimant/applicant: Mary Liddle; Claimant/applicant: Robert Allen Liddle; Claimant/applicant: Martin Philip Liddle; Claimant/applicant: Andrew Steven Liddle; Defendant/respondent: Stuart David Liddle (on his own behalf and as Executor of the estates of David William Liddle (deceased) and Edith Winifred Liddle (deceased)); Defendant/respondent: Joyce Roseanne Liddle (as Executrix of the estates of David William Liddle (deceased) and Edith Winifred Liddle (deceased))
Jurisdiction
England and Wales
Judgment Date
13 September 2017
Procedural Posture
Chancery/partnership/statutory Demand / Judgment After Trial and Applications to Set Aside Statutory Demands
Outcome
Statutory demands set aside; declaration that full purchase price is now due; no contractual interest on 20% element; interest under s35A Senior Courts Act 1981 to be determined on application.
Legal Topics
Construction of Partnership Agreements, Payment and Acceleration Clauses, Interest on Partnership Share Purchase, Statutory Demands and Liquidation of Debt
Partnership Law Contract Law Insolvency Law Construction of Partnership Agreements Payment and Acceleration Clauses Interest on Partnership Share Purchase Statutory Demands and Liquidation of Debt

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Parties

Mary Liddle

Claimant/applicant

Robert Allen Liddle

Claimant/applicant

Martin Philip Liddle

Claimant/applicant

Andrew Steven Liddle

Claimant/applicant

Stuart David Liddle (on his own behalf and as Executor of the estates of David William Liddle (deceased) and Edith Winifred Liddle (deceased))

Defendant/respondent

Joyce Roseanne Liddle (as Executrix of the estates of David William Liddle (deceased) and Edith Winifred Liddle (deceased))

Defendant/respondent

Procedural Posture

Chancery/partnership/statutory Demand / Judgment After Trial and Applications to Set Aside Statutory Demands

Legal Issues

  1. 1 Whether payment of the purchase price under the partnership agreement is accelerated and immediately due
  2. 2 Whether interest is contractually payable on the 20% element of the purchase price
  3. 3 Whether the statutory demands served were valid and based on a liquidated debt

Ratio Decidendi

The partnership agreement's acceleration clause applies such that the full purchase price for outgoing partners' shares is now due and payable, regardless of whether the price had been ascertained at the time. No contractual interest is payable on the 20% element, but statutory interest may be awarded. The statutory demands must be set aside as the debt was not liquidated at the time of service, since the accountants' figures were successfully challenged and the contractual machinery for ascertainment had not been properly completed.

Court Disposition

Statutory demands set aside; declaration that full purchase price is now due; no contractual interest on 20% element; interest under s35A Senior Courts Act 1981 to be determined on application.

Orders

  • Statutory demands set aside
  • Declaration that full purchase price for outgoing partners' shares is now due and payable