Bexbes LLP v George & Ors [2008] EWHC 2559 (Ch) (28 October 2008)

Bexbes LLP v George & Ors [2008] EWHC 2559 (Ch) (28 October 2008)

The Engagement Letter requires a comparison of Consideration under the first offer and the final Disposal as at their respective effective dates, valuing contingent payments at face value and excluding certain fees and payments not assumed by the buyer. BexBes is entitled to a fee based on the increase in Consideration, calculated as £57,780 in addition to the £45,000 already paid.

Citation
[2008] EWHC 2559 (Ch)
Parties
Claimant: BexBes LLP; First Defendant: Michael George Christopher Beer; Second Defendant: Jane Susan Beer
Jurisdiction
England and Wales
Judgment Date
28 October 2008
Procedural Posture
Commercial Contract Dispute / Final Judgment After Trial
Outcome
Claim partly allowed
Legal Topics
Contractual Interpretation, Calculation of Consideration, Professional Fees, Sale of Business, Earn Out Arrangements
Contract Law Commercial Law Contractual Interpretation Calculation of Consideration Professional Fees Sale of Business Earn Out Arrangements

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Parties

BexBes LLP

Claimant

Michael George Christopher Beer

First Defendant

Jane Susan Beer

Second Defendant

Procedural Posture

Commercial Contract Dispute / Final Judgment After Trial

Legal Issues

  1. 1 How should 'Consideration' be calculated under the Engagement Letter for the purposes of BexBes' fee?
  2. 2 Should contingent elements and performance sharing be included in the Consideration?
  3. 3 Should certain fees and payments (PFA's fees, swap fee, pension payments) be included in the Consideration?

Ratio Decidendi

The Engagement Letter requires a comparison of Consideration under the first offer and the final Disposal as at their respective effective dates, valuing contingent payments at face value and excluding certain fees and payments not assumed by the buyer. BexBes is entitled to a fee based on the increase in Consideration, calculated as £57,780 in addition to the £45,000 already paid.

Court Disposition

Claim partly allowed

Orders

  • BexBes is entitled to £57,780 in addition to the £45,000 already paid.
  • BexBes is entitled to interest, calculation to be agreed between parties.