WH Holding Ltd v London Stadium LLP (Formerly E20 Stadium LLP) [2026] EWCA Civ 153 (23 February 2026)

WH Holding Ltd v London Stadium LLP (Formerly E20 Stadium LLP) [2026] EWCA Civ 153 (23 February 2026)

The Court of Appeal held that the expert's determination was not affected by manifest error because the interpretation and application of the contractual formula for the Stadium Premium Amount, while arguably incorrect, was not so obviously wrong as to admit of no difference of opinion. The expert's approach to treating the share sale and call option as a single Qualifying Transaction and aggregating the values was at least arguable under the Agreement. Therefore, the manifest error exception did not apply, and the expert determination was valid and binding.

Citation
[2026] EWCA Civ 153
Parties
Claimant/respondent: WH Holding Limited; Defendant/appellant: London Stadium LLP (formerly E20 Stadium LLP)
Jurisdiction
England and Wales
Judgment Date
23 February 2026
Procedural Posture
Appeal (civil) / Court of Appeal Judgment on Appeal From High Court
Outcome
Appeal allowed; expert determination declared valid and binding.
Legal Topics
Expert Determination, Manifest Error Exception, Interpretation of Contractual Formula, Shareholder Agreements, Overage/anti Embarrassment Clauses
Contract Law Commercial Law Sports Law Expert Determination Manifest Error Exception Interpretation of Contractual Formula Shareholder Agreements Overage/anti Embarrassment Clauses

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Parties

WH Holding Limited

Claimant/respondent

London Stadium LLP (formerly E20 Stadium LLP)

Defendant/appellant

Procedural Posture

Appeal (civil) / Court of Appeal Judgment on Appeal From High Court

Legal Issues

  1. 1 Whether the expert determination under the Concession Agreement was affected by manifest error and thus not binding
  2. 2 Whether the sale of shares and grant of a call option constituted a single Qualifying Transaction under the Agreement
  3. 3 Whether the calculation of the Stadium Premium Amount could aggregate values from both share sale and option premium

Ratio Decidendi

The Court of Appeal held that the expert's determination was not affected by manifest error because the interpretation and application of the contractual formula for the Stadium Premium Amount, while arguably incorrect, was not so obviously wrong as to admit of no difference of opinion. The expert's approach to treating the share sale and call option as a single Qualifying Transaction and aggregating the values was at least arguable under the Agreement. Therefore, the manifest error exception did not apply, and the expert determination was valid and binding.

Court Disposition

Appeal allowed; expert determination declared valid and binding.

Orders

  • The expert determination dated 12 February 2023 is valid and binding on the parties.
  • The order of the High Court declaring the determination invalid is set aside.