Oxus Gold Plc & Anor v Templeton Insurance Ltd

Oxus Gold Plc & Anor v Templeton Insurance Ltd

Templeton is entitled to damages calculated as the difference between the contract price and the market price of 5 million Oxus shares as at 13 January 2004, being the last date for reasonable delivery. Templeton is not entitled to any adjustments under the dilution or discount claims except potentially for one share issue (item 5a), but on the facts no adjustment is due as Oxus obtained full value and Templeton was not disadvantaged.

Parties
First Claimant and Part 20 Defendant: Oxus Gold PLC; Second Claimant: Oxus Resources Corporation; Defendant and Part 20 Claimant: Templeton Insurance Limited
Jurisdiction
England and Wales
Judgment Date
04 April 2007
Procedural Posture
Commercial / Quantum of Damages After Liability Judgment
Outcome
Claim for damages allowed in part; quantum to be agreed or determined at further hearing
Legal Topics
Damages for Breach of Contract, Share Warrants, Adjustment Clauses, Measure of Damages, Non Delivery of Shares
Contract Law Commercial Law Damages for Breach of Contract Share Warrants Adjustment Clauses Measure of Damages Non Delivery of Shares

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Parties

Oxus Gold PLC

First Claimant and Part 20 Defendant

Oxus Resources Corporation

Second Claimant

Templeton Insurance Limited

Defendant and Part 20 Claimant

Procedural Posture

Commercial / Quantum of Damages After Liability Judgment

Legal Issues

  1. 1 What is the correct measure of damages for non-delivery of shares under a warrant?
  2. 2 Is Templeton entitled to adjustments to the number of shares under the dilution or discount claims?
  3. 3 What is a reasonable time for delivery of shares after exercise of the warrants?

Ratio Decidendi

Templeton is entitled to damages calculated as the difference between the contract price and the market price of 5 million Oxus shares as at 13 January 2004, being the last date for reasonable delivery. Templeton is not entitled to any adjustments under the dilution or discount claims except potentially for one share issue (item 5a), but on the facts no adjustment is due as Oxus obtained full value and Templeton was not disadvantaged.

Court Disposition

Claim for damages allowed in part; quantum to be agreed or determined at further hearing

Orders

  • Templeton awarded damages for non-delivery of 5 million shares, to be calculated as market price less contract price as at 13 January 2004
  • Templeton's claims for adjustments under dilution and discount bases dismissed