WH Holding Limited v London Stadium LLP

WH Holding Limited v London Stadium LLP

The expert's determination was not manifestly in error because the interpretation and application of the contractual provisions regarding Qualifying Transaction and Consideration were arguable and did not admit of no difference of opinion; therefore, the determination is valid and binding.

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
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal allowed; expert determination declared valid and binding.
Legal Topics
Expert Determination, Manifest Error, Contractual Interpretation, Overage Provisions
Contract Law Commercial Law Expert Determination Manifest Error Contractual Interpretation Overage Provisions

Case Brief

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Parties

WH Holding Limited

Claimant/respondent

London Stadium LLP (formerly E20 Stadium LLP)

Defendant/appellant

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether the expert determination under the Concession Agreement was affected by manifest error
  2. 2 Proper interpretation and application of the contractual formula for calculating Stadium Premium Amount
  3. 3 Whether the Share Purchase and Call Option constitute a single Qualifying Transaction

Ratio Decidendi

The expert's determination was not manifestly in error because the interpretation and application of the contractual provisions regarding Qualifying Transaction and Consideration were arguable and did not admit of no difference of opinion; therefore, the determination is valid and binding.

Court Disposition

Appeal allowed; expert determination declared valid and binding.

Orders

  • The determination by Terence Mowschenson KC dated 12 February 2023 is valid and binding on WHH and E20.
  • WHH must pay the additional £3,600,000 sought by E20, together with interest.