Intense Investments Ltd v Development Ventures Ltd & Anor

Intense Investments Ltd v Development Ventures Ltd & Anor

There was a binding contract executed by the claimant on 4 May 2004, entitling it to repayment of the loan and 50% of net profits from the sale, including profits made by any entity controlled by the defendants. Tax liabilities incurred by the selling entity are deductible as transaction costs unless expressly excluded, which was not the case.

Parties
Claimant: Intense Investments Ltd; First Defendant: Development Ventures Ltd; Second Defendant: Cleveland Properties Ltd
Jurisdiction
England and Wales
Judgment Date
29 June 2006
Procedural Posture
Civil / Judgment
Outcome
Judgment for the claimant
Legal Topics
Formation of Contract, Performance of Contract, Termination of Contract, Estoppel, Implied Terms, Calculation of Profits, Tax Liability
Contract Law Commercial Law Formation of Contract Performance of Contract Termination of Contract Estoppel Implied Terms Calculation of Profits +1 more

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Parties

Intense Investments Ltd

Claimant

Development Ventures Ltd

First Defendant

Cleveland Properties Ltd

Second Defendant

Procedural Posture

Civil / Judgment

Legal Issues

  1. 1 Whether there was a binding contract between the parties
  2. 2 Whether the contract was terminated by agreement
  3. 3 Whether the claimant is entitled to a share of profits

Ratio Decidendi

There was a binding contract executed by the claimant on 4 May 2004, entitling it to repayment of the loan and 50% of net profits from the sale, including profits made by any entity controlled by the defendants. Tax liabilities incurred by the selling entity are deductible as transaction costs unless expressly excluded, which was not the case.

Court Disposition

Judgment for the claimant

Orders

  • First defendant to provide a certified statement of account within 14 days detailing deductions from sale price and calculation of net profits
  • Claimant entitled to 50% of net profits after deduction of transaction costs including tax liabilities